Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on the Closing Date, the Shares which shall have the respective rights, preferences and privileges set forth in Exhibit A (the "Certificate of Designation"), at a price per Share of US$1,000.00 (the "Per Share Consideration"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the "Purchase Price." (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Bryax Xxxx XXX, 245 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, xxmediately following the execution hereof, or at such other time and/or place as the Purchaser and the Company may agree, provided, however, in no case shall the Closing take place later than the fifth day after the last of the conditions listed in Article V is satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to as the "Closing Date". (c) At the Closing, (i) the Company shall deliver to the Purchaser (A) one or more stock certificates representing the Shares purchased hereunder, registered in the name of the Purchaser and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Company pursuant to this Agreement, (ii) the Purchaser shall deliver to the Company (A) the Purchase Price as determined pursuant to this Article II in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Closing and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Purchaser pursuant to this Agreement.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth and the Dividend Adjustment, the Company will sell to Purchaser, and Purchaser will purchase from the Company, 3,801,703 shares of Common Stock at a purchase price of $19.728 per Share (the "Initial Purchase Price"). (b) The purchase and sale of the Shares will take place at a closing (the "CLOSING") to be held at the offices of O'Melveny & Myxxx XLP, 270 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 xr such other location as may be mutually agreed upon by the parties hereto on a date mutually agreed upon by the parties hereto, provided that the Closing shall occur on or before the earlier of (i) the fifth calendar day after all conditions set forth in Article IV have been satisfied or waived by the appropriate party and (ii) the Termination Date. The date and time at which the Closing is to be concluded is the "CLOSING DATE." (c) Delivery of the Shares shall be made at the Closing by delivery to Purchaser, against payment of the Initial Purchase Price therefor as provided herein, of a share certificate representing the total number of Shares or, at Purchaser's option, issuance of the Shares in book entry form. (d) Payment of the Initial Purchase Price shall be made by or on behalf of Purchaser by wire transfer of immediately available funds to an account of the Company (the number for which account shall have been furnished to Purchaser at least two Business Days prior to the Closing Date), or certified or official bank check payable in immediately available funds to the order of the Company.

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Purchase of Shares Closing. (a) Subject to the terms and conditions of this Agreement, at the Closing, the Sellers will sell to Buyer, and Buyer will purchase from the Sellers, the Shares for the consideration set forth in Section 1.2. (b) The closing of the transactions contemplated hereby (the “Closing”) shall take place remotely by the exchange of documents and signatures or at the offices of Dechert LLP, 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, XX at 10:00 a.m., Eastern Time, on the date hereof (the “Closing Date”). The effective time of the transactions contemplated hereby and occurring on the Closing Date shall be deemed to occur as of 11:59 p.m., Eastern Time, on the date hereof for all purposes (including accounting and Tax purposes, except as required by applicable Law). (c) At the Closing, the Companies and/or the Sellers, as applicable, shall deliver or cause to be delivered the following items to the Buyer, each in form and substance satisfactory to the Buyer: (i) a certificate from the Secretary of State (or other applicable office) from the State in which each Company is formed, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to the good standing of such Company; (ii) an affidavit of non-foreign status from each Seller that complies with Section 1445 of the Code, in the form provided under Treasury Regulations Section 1.1445-2(b)(2); (iii) releases of the Companies’ obligations for any and all Indebtedness and/or any Encumbrances on the assets of each Company in connection with their obligations under the XX Xxxxxx Credit Facility; (iv) the Transition Services Agreement, duly executed by Select; (v) resignations effective as of the Closing for each director of each Company and evidence of removal of each officer of each Company effective as of the Closing as may be requested by the Buyer prior to the Closing Date; (vi) all existing minute books, stock transfer records (or equivalent documents), seals of each Company and other materials relating to such Company’s administration; (vii) the original stock or similar certificates, if certificated, representing the Shares, and duly executed stock powers in proper form for transfer; (viii) a certificate signed by an executive officer of each Company, certifying that attached thereto are correct and complete copies of the Fundamental Documents of such Company and the resolutions of the appropriate governing body of each Company approving the execution and delivery by such Company of this...

Purchase of Shares Closing. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing each Selling Stockholder shall, severally and not jointly, sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Selling Stockholders, Shares as specified in this Agreement. Each Share shall be sold for the Per Share Purchase Price. (b) The Closing shall take place at the offices of Xxxxx Xxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other location as the parties may agree. (c) The Company and the Selling Stockholders will cooperate with one another, and will cause the Shares to be re-issued to the Investors at Closing by the Company to each Investor.

Purchase of Shares Closing. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing: (i) the Company shall sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, Shares in such number as equals the quotient (rounded down to the nearest whole share) obtained by dividing (1) 60.92% of such Investor’s Investment Amount by (2) the Per Share Purchase Price; and (ii) the Selling Stockholders shall sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Selling Stockholders, Selling Stockholder Shares in such number as equals the quotient (rounded down to the nearest whole share) obtained by dividing (1) 39.08% of such Investor’s Investment Amount by (2) the Per Share Purchase Price. The Closing shall take place at the offices of Xxxxx Xxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other location as the parties may agree. (b) The Company and the Selling Stockholders will cooperate with one another, and will otherwise use their respective reasonable best efforts, to cause the Selling Stockholder Shares to be issued to the Investors as part of a single stock certificate from the Company to each Investor that will include all Shares and Selling Stockholder Shares being acquired by such Investor under this Agreement. In furtherance of such efforts, and in accordance with the Escrow Agreement, each Selling Stockholder will (i) deliver to the Company the Selling Stockholder Shares they will be selling at the Closing, together with such other documents as the Company may require to effect the transfer of such shares to the name of the Investors at the Closing, including executed stock powers and directions for the Company to effect the transfer of such shares on its books as of the Closing and (ii) instruct the Company to hold the Selling Stockholder Shares and deliver the Selling Stockholder Shares at Closing in accordance with Section 2.2.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company will sell to each Purchaser, and each Purchaser will purchase from the Company, one hundred thousand (100,000) shares of Series B Preferred Stock at a purchase price of $100.00 per Share, payable as set forth in paragraph (c) below. (b) The purchase and sale of the Shares to be purchased by the Purchasers hereunder will take place at a closing (the "Closing") to be held at the offices of the Company, at 10:00 a.m. local time on such date as all of the conditions to closing set forth in Article 4 of this Agreement have been satisfied or waived, or at such other location, date and time as may be mutually agreed upon by the parties hereto. The date and time at which the Closing is to be concluded is the "Closing Date." (c) Immediately upon the satisfaction of all of the conditions to closing set forth in Article 4 hereof, (a)(i) that certain $10,000,000 Promissory Note dated January 31, 1997 executed by the Company in favor of Hunt xxx (ii) that certain $10,000,000 Promissory Note dated January 31, 1997 executed by the Company in favor of GFI (collectively, the "Notes"), shall be deemed canceled and of no further force and effect as of such date; and (b) the Company shall deliver to each of the Purchasers, against cancellation of the Notes, a share certificate representing the total number of Shares to be purchased by each such Purchaser hereunder. On the date hereof, the Company shall

Purchase of Shares Closing. (a) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase 363,636 Shares for an aggregate purchase price of $2,000,000. (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place on such date as the parties shall agree at the offices of Xxxxxxxx & Xxxxx, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The date of the Closing is hereinafter referred to as the "Closing Date." (c) At the Closing the Company shall (i) issue and deliver one or more stock certificates representing the Shares to be acquired hereunder by the Purchaser, duly registered in the name of the Purchaser, (ii) deliver or cause to be delivered the Legal Opinion, (iii) deliver or cause to be delivered a certificate executed by the Chief Executive Officer dated the Closing Date stating that (a) all of the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at and as of the Closing Date except to the extent of changes caused by the transactions contemplated hereby, and (b) all of the covenants and agreements of the Company contained in this Agreement and required to be performed on or prior to the Closing Date have been performed in a manner reasonably satisfactory to the Purchaser, (iv) deliver or cause to be delivered a certificate of the Secretary or the Assistant Secretary of the Company, dated the Closing Date, as to the continued and valid existence of the Company, certifying the By-laws of the Company and the resolutions adopted by the Board of Directors of the Company authorizing the actions to be taken by the Company under this Agreement, (v) deliver or cause to be delivered a certificate of the Secretary of the State of Delaware, dated a recent date, to the effect that the Company is in good standing in the State of Delaware and that all annual reports, if any, have been filed as required and that all taxes and fees have been paid in connection therewith, (vi) deliver or cause to be delivered a certified copy of the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware and any amendments thereto, and (vii) deliver or cause to be delivered all other executed instruments, agreements and certificates as are required to be delivered by or on their behalf at the Closing, including without limitation, this Agreement and the Registration Rights Agreeme...

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