Procedures; Closing Sample Clauses

Procedures; Closing. The Company shall exercise the Repurchase Right by delivering to Executive within 30 days after the termination of Executive’s employment a written notice (the “Repurchase Notice”) specifying the amount of Repurchased Units to be purchased, the applicable Repurchase Price (based on the Company’s estimate), and the date on which the closing of any purchase of the Repurchased Units shall take place, which shall not be later than 60 days after the date of termination of employment (or such longer period as may be mutually and reasonably extended by the parties hereto and subject to the process specified in Section 7.6.4(c) regarding the determination of Fair Market Value) (the “Repurchase Closing”). If the Repurchase Notice is not provided within such 30-day period, then the Company shall be deemed to have waived its Repurchase Right. At the Repurchase Closing, Executive shall (i) surrender any certificates representing the Repurchased Units to the Company, and (ii) execute and deliver to the Company a customary agreement (which shall include representations, warranties and indemnities but exclude non-competition and non-solicitation covenants) for transactions of this type, to effectuate the transfer and delivery to the Company of full right, title and interest in and to the Repurchase Units, free and clear of all liens, security interests, adverse claims or restrictions of any kind and nature. Simultaneously with such transfer of title, the Company shall deliver to Executive the Repurchase Price for the Repurchased Units by check or wire transfer of immediately available funds to such bank account as Executive shall designate.
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Procedures; Closing. The closing of any sale of Repurchased Units pursuant to this Section 9.05 shall take place no later than one hundred twenty (120) days following the receipt by the Company of the Put Notice. The Company shall give the Member at least ten (10) days’ written notice of the date of closing. At the closing of any sale and purchase pursuant to this Section 9.05, the Member shall deliver to the Company a certificate or certificates representing the Units to be sold (if any), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary. The Company shall pay the Class B Put Purchase Price for the Repurchased Units by wire transfer of immediately available funds or other means agreed to by the Company and the Member.
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Procedures; Closing. The closing of any sale of Called Units pursuant to this Section 9.06 shall take place no later than ninety (90) days following the receipt by the Member of the Call Notice. The Company shall give the Member at least ten (10) days’ written notice of the date of closing. At the closing of any sale and purchase pursuant to this Section 9.06, the Member shall deliver to the Company a certificate or certificates representing the Units to be sold (if any), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary. The Company shall pay the Class B Call Purchase Price for the Called Units by wire transfer of immediately available funds or other means agreed to by the Company and the Member.
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Related to Procedures; Closing

  • Procedure for Closing If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing Procedure The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.