Purchase and Sale Closing Sample Clauses
Purchase and Sale Closing. (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates.
(b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time.
(c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.
Purchase and Sale Closing. (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
Purchase and Sale Closing. (a) Subject to and upon the terms and conditions set forth herein, at the Closing the Company shall issue and deliver to the Investor, and the Investor shall acquire and receive from the Company, an aggregate of 14,700,000 shares of Common Stock (the "SHARES") "), subject to possible adjustment pursuant to Section 10 of the Settlement Agreement, for a purchase price of Three Cents ($0.03) per share. At the Closing, the Investor shall pay to the Company the aggregate purchase price for the Shares by bank check or wire transfer of immediately available funds, the credit described in Section 10 of the Settlement Agreement, or such other payment mechanism as the parties may mutually agree prior to the Closing, or any combination thereof. The Closing shall be held at the offices of Xxxx Xxxxx LLP, 000 Xxxxx Xxxxx Xxx., Xxxxx 0000, Xxx Xxxxxxx XX 00000.
(b) The purchase and sale of the Shares hereunder (the "CLOSING") shall be held on the day that is forty-five (45) days after the Effective Date (or if such day is not a business day, then the next following business day) (the "CLOSING DATE"); PROVIDED, HOWEVER, that if on the Closing Date the Company does not have sufficient authorized and unreserved shares of Common Stock to issue all of the Shares being purchased by the Investor as well as the other shares required to be issued pursuant to the Settlement Agreement (aggregating 60,000,000 shares in all), then the Closing Date shall be postponed to the first business day on which the Company has a sufficient number of authorized and unreserved shares to issue all of the Shares being purchased by the Investor hereunder and the other shares required to be issued pursuant to the Settlement Agreement. Failure of the Investor to deliver payment for the Shares shall relieve the Company from its obligation to issue and deliver the shares to the Investor, and the Company shall not be entitled to any other damages or relief resulting from the failure of the Investor to purchase the Shares. The failure of the Investor to purchase the Shares shall not constitute a default under the Settlement Agreement or the Second Settlement Agreement.
(c) At the Closing, the Company shall deliver to the Investor a stock certificate registered in the name of the Investor and evidencing the Shares, or irrevocable instructions to the Company's transfer agent to promptly deliver such a certificate to the Investor. The Shares shall be issued free and clear of any Liens, except for (i) restri...
Purchase and Sale Closing. (a) Sellers hereby sell, assign, transfer and deliver to MDC Sub, and MDC Sub hereby purchases from Seller, the Purchased Interests. The Purchased Interests carry with it the right to share in the Profits and Losses of the Company (as such terms are defined in LLC Agreement) and the other economic attributes thereof (including distributions of Cash Flow in accordance with the LLC Agreement) accruing from and after November 10, 2008 in respect of the Purchased Interests transferred hereby, and the Seller’s rights in its Capital Account with respect to the Purchased Interests as of November 10, 2008, subject to Seller receiving distributions in the ordinary course that it would have received in respect of the Purchased Interests for the period of time ending immediately prior to the Closing Date. For purposes of this Agreement, the calculation of “Profits and Losses” shall be done in accordance with the LLC Agreement, and shall be based upon profits, losses and distributions in accordance with the Company’s current financial and operational policies as of the Closing Date and determined in a manner substantially consistent with recent practices (e.g., no extraordinary dividends).
(b) The closing of the transaction contemplated by this Agreement (the “Closing”) is taking place simultaneously with the execution and delivery of this Agreement (the “Closing Date”), at the offices of MDC Partners Inc., 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or by the exchange of documents and instruments by mail, courier, telecopy and wire transfer to the extent mutually acceptable to the parties hereto.
(c) Effective as of November 10, 2008, MDC Sub, Acquisition Co. and CPB Inc. shall cause the Company to close its books for income tax purposes, and there will be no allocation of Profits or Losses to Sellers with respect to the Purchased Interests following the Closing Date. All distributions of Profits payable as of November 10, 2008 in respect of the Membership Interests (including the Purchased Interests) shall be distributed and paid by the Company in the ordinary course following the Closing. In accordance with the LLC Agreement, the parties have agreed to elect to adopt the closing of the books method under Section 706 of the Code for allocating CPB Inc.’s varying interests in the Company during the taxable year that includes the Closing Date.
Purchase and Sale Closing. 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45
Purchase and Sale Closing. (a) Subject to the terms and conditions hereof, Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to issue and sell to Purchaser Eight Hundred Fifty-Six Thousand Seven Hundred Sixty Three (856,763) shares of Series A Preferred (the “Shares”) at a purchase price of $1.00 per share for a total consideration of Eight Hundred Fifty-Six Thousand Seven Hundred Sixty Three Dollars ($856,763.00) (the “Purchase Price”). The Purchase Price shall be payable no later than September 30, 2012. The Purchase Price may be payable with cash, stocks, bonds, notes, or any other cash equivalents.
(b) The issuance of the Series A Preferred to the Series A Investors shall take place on June 22, 2012 (the date on which such shares of Series A Preferred are issued shall be referred to herein as the “Initial Closing Date”). The date on which the Shares are issued, whether on the Initial Closing Date or thereafter, shall be referred to herein as the “Closing Date.”
(c) Promptly following the Closing Date, the Company shall deliver to Purchaser a certificate registered in Purchaser’s name representing the Shares.
Purchase and Sale Closing. Subject to the terms and conditions hereof, Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to issue and sell to Purchaser Forty-Eight Thousand Two Hundred Thirty-Seven (48,237) shares of Series A Preferred (the “Shares”) at a purchase price of $1.00 per share for total consideration of Forty-Eight Thousand Two Hundred Thirty-Seven Dollars ($48,237.00) (the “Purchase Price”). The Purchase Price shall be payable no later than September 30, 2012. The Purchase Price may be payable with cash, stocks, bonds, notes, or any other cash equivalents.
Purchase and Sale Closing. 1.1. Sale and Issuance of Fixed Rate Noncumulative Perpetual Stock, Series A.
Purchase and Sale Closing. Purchase and Sale 16 2.2. Payment at Closing 16 2.3. Purchase Price Adjustment 17 2.4. Closing 21
Purchase and Sale Closing. SECTION 2.01. Purchase and Sale of the Primary Shares..............................................9 SECTION 2.02. Closing.............................................................................10