Payment; Closing. Designated Securities to be purchased by each Underwriter pursuant to the Underwriting Agreement relating thereto, in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor in the funds and in the manner specified in such Underwriting Agreement, all at the place and time and date specified in such Underwriting Agreement or at such other place and time and date as the Representative and the Company may agree upon in writing, such time and date being herein called the “Closing Time” for such Designated Securities. In the event that the Underwriters exercise their option to purchase the Optional Securities, each Underwriter shall be entitled to purchase the number of Optional Securities which bears the same ratio to the aggregate number of Optional Securities being purchased as the number of Firm Securities of the same type of securities as the Optional Securities set forth opposite the name of such Underwriter on Schedule I to the applicable Underwriting Agreement bears to the aggregate number of Firm Securities of such type of Securities being purchased by the several Underwriters pursuant to such Underwriting Agreement, subject to adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. The purchase price for such Optional Securities shall be equal to the purchase price of the Firm Securities of the same type. The Underwriters may exercise the option to purchase the Optional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Underwriting Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the date, time and place for the delivery and payment of the Optional Securities which may be the same date, time and place as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (the “Option Closing Date”). Any such notice shall be given at least two business days prior to the date, time and place of delivery specified therein. Concurrently with the deli...
Payment; Closing. 2.1 The closing of the Transaction (the “Closing”) shall take place at 7:00 a.m., Pacific time, on a date (the “Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) Business Days after satisfaction or waiver of all of the conditions set forth in Sections 6.1, 6.2 and 6.3 of this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect.
2.2 On the terms and subject to the conditions set forth in this Agreement, the consideration payable to Sellers for the Transfer of the Acquired Assets at the Closing shall be equal to Nine Hundred Million U.S. Dollars ($900,000,000) plus the amount, if any, provided for in Section 2.2(c) below (together, the “Purchase Price”). The Purchase Price shall be payable as follows:
(a) no later than two (2) Business Days following the Agreement Date, if Sellers have not previously terminated this Agreement, Buyer shall pay Sellers Twenty Five Million U.S. Dollars ($25,000,000) (the “Deposit Amount”) in the manner required by Section 2.4 as a deposit in respect of the payment of the Purchase Price at Closing;
(b) the Parties, together with the Buyer Subscriber Parties and the Escrow Agent, have entered into that certain Escrow Agreement made in connection with this Agreement on the Agreement Date, attached hereto as Exhibit D (as may be amended from time to time, the “Escrow Agreement”), pursuant to which they have agreed that, commencing promptly after the Agreement Date and in any event by not later than January 21, 2015, the Buyer Subscriber Parties shall wire to the Escrow Account an aggregate amount of Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000), representing the Purchase Price less the Deposit Amount and any amounts payable from time to time pursuant to Section ...
Payment; Closing. Payment for the Property purchased as described herein shall be made at the closing of the purchase and sale of the Property described herein (the “Closing”) by wire transfer of immediately available funds, PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by Seller or Purchaser pursuant to this Agreement. At Closing, Seller will deliver to Purchaser possession of the Property, subject to the Permitted Exceptions (as hereinafter defined), and shall deliver all available keys, and alarm codes, if any, to the Property. The Closing will occur on the “Closing Date” under, and as defined in the APA; and this Agreement shall terminate automatically upon termination or expiration of the APA for any reason.
Payment; Closing. Each Investor hereby agrees to pay its Investment Amount, by wire transfer of immediately available funds to an account designated by the Issuer, by 10:00 a.m., New York City time, (i) in the case of a Recapitalization, on the closing date of the Rights Offering, which is expected to be the third business day following the expiration of the Exchange Offer, so long as (x) all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (y) all conditions to the consummation of the Exchange Offer and the Rights Offering have been satisfied or waived in accordance with the terms thereof and (z) all conditions to the occurrence of the effective date of the Recapitalization in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the Recapitalization, but subject to the satisfaction or waiver of such conditions upon the effectiveness of the Recapitalization) or (ii) in the event of an In-Court Restructuring, on the effective date of the Plan so long as (x) all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (y) all conditions to the consummation of the Plan and the Rights Offering have been satisfied or waived in accordance with the terms thereof and (z) all conditions to the occurrence of the effective date of the In-Court Restructuring in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the In-Court Restructuring, but subject to the satisfaction or waiver of such conditions upon the effectiveness of the In-Court Restructuring) (the “Closing Date”).
Payment; Closing. Payment for the Securities must be made by wire transfer on or before July __, 2017. The Securities will be delivered upon the approval of the issuance of the Securities by the NYSE MKT.
Payment; Closing. Price Legacy will pay to the Holders the Purchase Price as follows: (a) $7,380,056 of the Purchase Price will be applied to reduce the payments owing to Price Legacy under the Master Separation Agreement with respect to the Excel Centre Transaction and the Redhawk II Transaction and (b) $1,687,944 will be paid by Price Legacy to the Holders in one or more cash payments. The closing of the stock purchase transaction (the “Closing”) shall take place as soon as practicable following the satisfaction or waiver of all conditions set forth in Sections 4 and 5, or at such other time or place as the parties shall mutually agree. At the Closing, the Holders shall cause the Shares to be delivered to Mellon Investor Services, LLC, Price Legacy’s transfer agent, for cancellation and retirement, and Price Legacy shall pay the Purchase Price in accordance with this Section 1.2.
Payment; Closing. Payment for the Securities must be made by wire transfer on or before December 21, 2017. The Securities will be delivered upon the approval of the issuance of the Securities by the NYSE American which is not expected to take longer than December 21, 2017. CEL-SCI offers the option to deliver actual stock certificates or, which will be much easier for the investor, to have the securities placed in book format at Computershare, the largest transfer agent in the world. Once the securities are free trading, they can easily be transferred to any brokerage account. The warrant certificates will be mailed to the investor.
Payment; Closing. The Purchase Price shall be paid to the Seller as follows:
3.2.1 The Purchaser shall pay to the Seller at the Closing, the sum of TWO HUNDRED THOUSAND DOLLARS AND NO CENTS $207,372.78) in cashier's or certified check drawn on a Florida bank or by federal funds wire transfer pursuant to Seller's written instructions. Until said payment is received in full in good funds on deposit for the Seller, then the sale contemplated herein shall not be consummated. The parties agree that the Purchase Price represents fair market value for the Assets and that the Purchase Price was negotiated without any coercion or undue influence and at arm’s length. Each party was represented by its own legal counsel in the negotiation of this Agreement.
Payment; Closing. The Purchaser understands that, if the Purchaser’s subscription for such Preferred B Units is accepted by the Company in accordance with this Agreement, the Purchase Price will be paid by the Purchaser to the Company at the Closing. The cash portion of the Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated by the Company. The remaining portion of the Purchase Price shall be paid at the Closing by delivery of the original certificates, instruments and other documentation evidencing the Securities and Ancillary Rights along with duly executed stock assignments and other assignments and instruments of transfer in form and substance reasonably acceptable to the Company. The closing of the purchase and sale of the Preferred B Units hereunder (the “Closing”) shall be held at the offices of Maron & Sandler, 1000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 on the date hereof (the date of the Closing being hereinafter referred to as the “Closing Date”).
Payment; Closing. Upon the satisfaction of the conditions set forth ---------------- in Section 2.3 hereof, and subject to obtaining Nevada gaming authority approval for issuance of the Shares, the Company shall notify each Purchaser of the date (the "Closing Date"), place and time of the closing (the "Closing"), which shall in no event be later than 10 business days after the time that all of the conditions set forth in Section 2.3 have been satisfied, at which time each Purchaser shall pay to the Company, by wire transfer of immediately available funds to the account specified by the Company in such notice of Closing or such other form of payment as shall be mutually agreed upon by the Company and the Purchaser, the Purchase Price, and the Company shall deliver to the Purchaser a certificate or certificates representing the number of Shares purchased as set forth below such Purchaser's name on the signature page hereof appropriately legended to reflect the restrictions of this Agreement and the Securities Act of 1933, as amended (the "Securities Act").
