Purchase Closings Sample Clauses

Purchase Closings. At each closing of the acquisition of Common Shares hereunder, (a) Cornerstone shall pay to Apple, by wire transfer or by certified or bank cashier's check, an amount determined under section 2 above, subject to the aggregate amount not exceeding the Aggregate Subscription Limit; and (b) Apple shall issue to Cornerstone one or more certificates representing the whole number of issued and outstanding Common Shares equal to the quotient of (i) the gross amount paid by Cornerstone to Apple under Section 2 above divided by (ii) the Purchase Price determined under Section 2 above. Apple shall not be required to issue fractional Common Shares in connection with any purchase by Cornerstone and, in lieu thereof, Apple shall refund to Cornerstone the cash amount represented by the fractional share of Common Shares based upon the Purchase Price. In addition to the legends required by Apple's Articles of Incorporation, each certificate or instrument representing the Common Shares shall bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO APPLE. Such legend shall be removed by Apple upon (i) the U.S. Securities and Exchange Commission ("SEC") declaring effective a Registration Statement (as defined in Section 7 below) covering such Common Shares or (ii) delivery to it of an opinion of counsel reasonably satisfactory to Apple and its counsel that a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), other than a Registration Statement, is at the time effective with respect to the transfer of the legended security or that such security can be transferred without such registration statement being in effect and without the requirements of a legend on the certificate in the hands of the transferee.

Purchase Closings. (a) Purchases of Common Stock by the Investor during a Purchase Period may be made at any time and from time to time during the Purchase Period pursuant to one or more "Purchase Notices" given by the Investor to the Company during the Purchase Period, each specifying the dollar amount to be invested by the Investor pursuant to such Purchase Notice and the Purchase Period Price Per Share at which Common Stock is to be so purchased pursuant to such Purchase Notice. If the entire Required Dollar Amount of Common Stock required to be purchased during such Period shall not have been covered by Purchase Notices before the last day of the Purchase Period, the Investor shall be deemed so to have given the Company a Purchase Notice on the last day of the Purchase Period specifying therein the balance of such Required Dollar Amount of Common Stock so to be purchased during such Period and the

Purchase Closings. In connection with the Crown Sterling Subscription, Promus shall pay to the Partnership, by wire transfer or by certified or bank cashier's check, amounts as designated by the Partnership from time to time, the aggregate amount not to exceed the Aggregate Subscription Limit with respect to the acquisition pursuant to the Acquisition Documents, and Twenty Five Million Dollars ($25,000,000) in the aggregate. In connection with each Crown Sterling Incremental Purchase, the Partnership shall issue to Promus one or more certificates representing the whole number of shares of Common Stock and/or Units, as provided in Section 1 hereof, equal to the quotient of (i) the amount paid by Promus to the Partnership in connection with such incremental purchase divided by (ii) the Crown Sterling Purchase Price. The Partnership shall not be required to issue fractional shares of Common Stock or Units in connection with such incremental purchase and, in lieu thereof, the Partnership shall refund to Promus the cash amount represented by the fractional share of Common Stock or Unit based upon the Crown Sterling Purchase Price.

Purchase Closings. Section 2.01. Purchase and Sale of Shares 4 Section 2.02. Closing 5

Purchase Closings. Subject to the provisions of Section 1(a)(ii), each closing of a purchase and sale of Common Stock hereunder shall occur on the respective closing dates of the Partnership's purchase of the Acquisition Hotels, a PHI Development Hotel or any Additional Hotel and the opening date of the Xxxxxxxx Hotel. At each closing of a purchase of Common Stock hereunder: (a) The Company shall issue to Promus a certificate representing the number of shares of Common Stock purchased by Promus at each such closing; and (i) The Company shall receive as a credit against the contract purchase price for each PHI Development Hotel, the Xxxxxxxx Hotel and any Additional Hotel or (ii) Promus shall pay to the Company, by wire transfer or by certified or bank cashier's check, in same day funds, the aggregate Purchase Price for all shares of Common Stock being purchased by Promus simultaneously with the closing of the Partnership's acquisitions of such hotels as determined under Section 1 above.

Purchase Closings. (a) Each closing of the incremental purchase of Units hereunder shall be in connection with a closing of the acquisition of a Qualifying Hotel and shall occur concurrently with the completion of such acquisition provided that the first such closing shall not occur prior to July 15, 1995. At each such closing, Embassy shall pay to the Partnership, by wire transfer or by certified or bank cashiers check, (i) on July 15, 1995, the amount determined by multiplying $5,000,000 by the number of Qualifying Hotels, if any, theretofore acquired by the Partnership, and (ii) on each closing of the acquisition of a Qualifying Hotel by the Partnership occurring subsequent to July 15, 1995, the amount of $5,000,000. At each closing with Embassy hereunder, the Partnership shall issue to Embassy one or more certificates representing the whole number of Units equal to the quotient of (i) $5,000,000, divided by (ii) the Purchase Price per Unit. The Partnership shall not be required to issue fractional Units in connection with any such purchase and, in lieu thereof, the Partnership shall refund to Embassy the cash amount represented by the fractional Unit based upon the Purchase Price per Unit. (b) Notwithstanding, subparagraph (a) above, if the proposed distribution (the "Distribution") by The Promus Companies Incorporated ("Promus"), as described in the proxy statement for the Annual Meeting of Stockholders of Promus to be held on May 26, 1995, is not completed substantially in accordance with the terms set forth therein, the dates of the incremental closings, and the amount of Units to be purchased at each such closing, shall be as follows: (i) on July 15, 1995, the amount determined by multiplying $5,000,000 by the number of Qualifying Hotels, if any, theretofore acquired by the Partnership, up to the maximum amount of $10,000,000, (ii) on August 1, 1995, the amount determined by multiplying $5,000,000 by the number of Qualifying Hotels, if any, theretofore acquired by the Partnership for which incremental closings were not held on July 15, 1995, up to the maximum amount, including all amounts previously purchased, of $15,000,000, (iii) on August 15, 1995, the amount determined by multiplying $5,000,000 by the number of Qualifying Hotels, if any, theretofore acquired by the Partnership for which incremental closings were not held by August 1, 1995, up to the maximum amount, including all amounts previously purchased, of $25,000,000, and (iv) if the full amount of $25,000,...

Purchase Closings a. Purchaser will purchase and make payment for the Preferred Shares, in cash by wire transfer of immediately available funds to an account designated by Company, as follows: i. 130 Preferred Shares on the Trading Day (“First Closing”) following the later of (i) 10 Trading Days after September 7, 2011; and (ii) the Trading Day that aggregate trading volume of the Common Stock on the Trading Market after September 7, 2011, as reported by Bloomberg, equals or exceeds $500,000.00; ii. 290 Preferred Shares on the Trading Day (“Second Closing”) following the earlier of (i) 10 Trading Days after the First Closing; and (ii) the Trading Day that aggregate trading volume of the Common Stock on the Trading Market after the First Closing, as reported by Bloomberg, equals or exceeds $1 Million; iii. 290 Preferred Shares on the Trading Day (“Third Closing”) following the earlier of (i) 10 Trading Days after the Second Closing; and (ii) the Trading Day that aggregate trading volume of the Common Stock on the Trading Market after the Second Closing, as reported by Bloomberg, equals or exceeds $1 Million; and iv. 290 Preferred Shares on the Trading Day (“Fourth Closing”) following the earlier of (i) 10 Trading Days after the Third Closing; and (ii) the Trading Day that aggregate trading volume of the Common Stock on the Trading Market after the Third Closing, as reported by Bloomberg, equals or exceeds $1 Million. Company will deliver the Preferred Shares to Purchaser by reputable overnight courier immediately upon each date of receipt of funds as set forth above (each of the First, Second, Third and Fourth Closings, a “Purchase Closing”). Each of the respective time periods between each Purchase Closing and the prior Purchase Closing shall be the respective “Calculation Period” for purposes of (b) and (c) below.

Purchase Closings. Purchaser will purchase and make payment for the Preferred Shares, in cash by wire transfer of funds available within two (2) business days of a Purchase Closing, to an account designated by Company, as follows: a. $500,000.00 on August 15, 2011; and b. $500,000.00 on the earlier of (i) 20 Trading Days after August 15, 2011, and (ii) the number of Trading Days necessary for an aggregate of $2.0 million in Common Stock to trade on the Trading Market, as reported by Bloomberg; and c. $500,000.00 on the earlier of (i) 20 Trading Days after the Purchase Closing in referred to in II.C.2.b., (ii) the number of Trading Days necessary for an aggregate of $2.0 million in Common Stock to trade on the Trading Market subsequent to the Purchase Closing referred to in II.C.2.b., as reported by Bloomberg, and (iii) September 26, 2011, with the requirement that cash be received by the Company on or before September 30, 2011. Company will deliver the Preferred Shares to Purchaser by reputable overnight courier immediately upon each date of receipt of funds as set forth above (each, a “Purchase Closing”).

Purchase Closings. 1.1 Purchase 1 1.2 Closing 1

Purchase Closings. Purchaser will purchase and make payment for the Preferred Shares, in cash by wire transfer of immediately available funds to an account designated by Company, as follows: a. $750,000.00 on the earlier of (i) 12 Trading Days after the Notice Date, and (ii) the number of Trading Days necessary for an aggregate of $2.25 million in Common Stock to trade on the Trading Market, as reported by Bloomberg; and b. $750,000.00 on the earlier of (i) 24 Trading Days after the Notice Date, and (ii) the number of Trading Days necessary for an aggregate of $4.5 million in Common Stock to trade on the Trading Market, as reported by Bloomberg. Company will deliver the Preferred Shares to Purchaser by reputable overnight courier immediately upon each date of receipt of funds as set forth above (each, a “Purchase Closing”).