Purchase and Settlement Sample Clauses

Purchase and Settlement. Settlement amount The Settlement Amount is NZ$[insert] including GST. Payment must be made in New Zealand dollars. Settlement Settlement must be undertaken by full payment of the Settlement Amount. Settlement on invoice Settlement is due within 10 Working Days of the completion of the Auction. Payment must be made to the Auctioneer with all funds cleared by the date of settlement. Transfers and creation of interests prohibited The Purchaser must not, during the term of this agreement, except as provided in clause 12, transfer, assign, or create, or purport to transfer, or assign or create, any Registered interest in the Spectrum Licence(s) in favour of any person other than the Purchaser itself or the Crown. To avoid doubt, paragraph (a) does not prohibit the Purchaser from entering into any agreement for a transaction that is conditional upon receiving the consent of the Chief Executive and that will not take effect until the consent of the Chief Executive is received. Chief Executive may give consent The Purchaser may with the prior written consent of the Chief Executive, transfer, assign or create any Registered interest in the Spectrum Licence(s) (and if there are more than one Spectrum Licence, in any of them) in favour of any person other than the Purchaser itself. Consent under paragraph (a) must be applied for no later than 20 Working Days prior to the date of the transaction. Consent subject to conditions If the Chief Executive’s consent is sought under clause 12, the Purchaser must ensure that in the case of a transfer, assignment or other transaction in relation to the Spectrum Licence(s), the proposed transferee, assignee, or other party to such a transaction executes a Sound Broadcasting Spectrum Licence Agreement with the Crown in relation to the Spectrum Licence(s) for which consent to the transaction is sought. The agreement must contain covenants to the same effect and with a term equal to the remaining term of this agreement, including the Service Requirement, the prohibition on transfers and creation of interests as set out in clause 11 and the retention of a Caveat on the Spectrum Licence(s) in favour of the Crown as set out in clause 29.
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Purchase and Settlement. (a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures. (b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures. (c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after...
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Purchase and Settlement. (a) Issuer directs GSI and GSI agrees to use its reasonable efforts to locate and acquire the Bonds selected by the Collateral Manager to be a part of the Warehouse Portfolio pursuant to Section 2(a) of the Warehouse Agreement (each such acquired security, an “Acquired Collateral Security”); it being understood that such securities may be acquired from or by such parties as GSI shall, in its sole discretion, determine, including GSI, GS&Co. or affiliates thereof. In the event an Acquired Collateral Security becomes a Sale Security, the applicable provisions of Section 4 of the Warehouse Agreement shall control the manner of GSI’s disposition thereof. (b) On the Closing Date, Issuer shall pay the amounts specified in Section 3(a) of the Warehouse Agreement in the manner specified therein and Issuer shall accept delivery of the Acquired Collateral Securities. (c) Issuer acknowledges and agrees that any distributions of interest or principal, including any sale proceeds thereof, received by the Issuer or GSI on any Acquired Collateral Security during the Carry Period therefor will be for the account of GSI and Issuer has no claim thereon pursuant to this Agreement, subject, in each case, to the provisions of the Warehouse Agreement, including Section 2(m) thereof. (d) Except as otherwise set forth herein, Issuer’s obligation to pay for and accept delivery of the Acquired Collateral Securities in accordance with the terms hereof shall not be subject to any condition, including an adverse change in the market price or marketability of any Acquired Collateral Security or any adverse change in the business, affairs or financial condition of the issuer of or any obligor under any Acquired Collateral Security. Payment to GSI by the Issuer of the Adjusted Purchase Price for each Acquired Collateral Security on the Closing Date shall occur as specified in the Warehouse Agreement. Upon such payment, the Acquired Collateral Securities shall be transferred by GSI to an account designated by Issuer. Notwithstanding anything herein to the contrary, unless the parties hereto agree in writing otherwise, Issuer’s obligation to purchase and accept delivery of any Acquired Collateral Security shall be conditioned on (i) Issuer obtaining funding sufficient to permit it to purchase such Acquired Collateral Security and (ii) Issuer’s consent on the Closing Date to the purchase of any Acquired Collateral Security to the extent required under the Investment Advisers Act of 1940, as...
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Purchase and Settlement. The Closing and settlement for the purchase and sale of the Mortgage Loans shall take place on the Closing Date. Closing shall, at Seller's option, be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person, at such place as the parties shall agree. The Closing shall be subject to each of the following conditions: (a) All of the representations and warranties of Buyer and Seller under this Agreement shall be true and correct as of the Closing Date, or such other date as is otherwise stated herein, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The parties shall have executed and delivered the Servicing Agreement; (c) All other documents required to be executed under the terms of this Agreement shall have been duly executed and delivered by the respective parties; and (d) The parties shall have complied with all other terms and conditions of this Agreement. Upon satisfaction of the foregoing conditions, on the Closing Date, Buyer shall pay to Seller the Purchase Price plus accrued interest by wire transfer of immediately available funds to the account identified in Exhibit E, as --------- designated by Seller.
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Purchase and Settlement 
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Related to Purchase and Settlement

  • PAYMENT AND SETTLEMENT You shall deliver to the Manager on the date and at the place and time specified in the applicable AAU (or on such later date and at such place and time as may be specified by the Manager in a subsequent Wire) the funds specified in the applicable AAU, payable to the order of Xxxxxxx Xxxxx Xxxxxx Inc., for (i) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of the Firm Securities to be purchased by you, (ii) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of such of the Firm Securities to be purchased by you as shall have been retained by or released to you for direct sale as contemplated by Section 3.6 hereof or (iii) the amount set forth or indicated in the applicable AAU, as the Manager shall advise. You shall make similar payment as the Manager may direct for Additional Securities, if any, to be purchased by you on the date specified by the Manager for such payment. The Manager will make payment to the Issuer or Seller against delivery to the Manager for your account of the Securities to be purchased by you, and the Manager will deliver to you the Securities paid for by you which shall have been retained by or released to you for direct sale. If the Manager determines that transactions in the Securities are to be settled through the facilities of DTC or other clearinghouse facility, payment for and delivery of Securities purchased by you shall be made through such facilities, if you are a member, or, if you are not a member, settlement shall be made through your ordinary correspondent who is a member.

  • Defense and Settlement The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Institution with respect to which the Receiver has indemnified the Assuming Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Institution with respect to any of its obligations under this Agreement.

  • CLOSING AND SETTLEMENT Seller/Landlord shall determine the title company at which settlement shall occur and shall inform Buyer/Tenant of this location in writing. Buyer/Tenant agrees that closing costs in their entirety, including any points, fees, and other charges required by the third-party lender, shall be the sole responsibility of Buyer/Tenant. The only expense related to closing costs apportioned to Seller/Landlord shall be the pro-rated share of the ad valorem taxes due at the time of closing, for which Seller/Landlord is solely responsible.

  • Equity Trading and Transaction Settlement The equity trading desks execute buy and sell order based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to ensure timely and accurate exchange of securities and monies.

  • The Settlement Following mediation with a neutral party, a Settlement has been reached. As part of the Settlement, a Qualified Settlement Fund of $39,500,000 will be established to resolve the Class Action. The Net Settlement Amount is $39,500,000 minus any Administrative Expenses (including taxes and tax expenses), Court-approved Attorneys’ Fees and Costs, and Class Representative Compensation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court.

  • Vesting and Settlement The Restricted Shares shall cease to constitute Restricted Shares, and shall become unrestricted Shares, pursuant to the vesting schedule attached as Exhibit A.

  • Clearance and Settlement If the Pricing Agreement specifies that the Securities will clear and settle through one or more clearing systems, the Securities will be eligible for clearance and settlement through such clearing system or systems.

  • Cashless Settlement Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

  • Net Share Settlement If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

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