Sale and Closing Sample Clauses

Sale and Closing. On the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell an aggregate of 25,000 ordinary shares, market price of US$1.5 of the Company (the “Shares”) and the Buyer agree to pay the Seller an aggregate of US$37,500 in cash payment (the “Purchase Price”). The closing of the purchase and sale of the Shares (the “Closing”) shall take place on the Effective Date. At the Closing, Seller shall instruct the Company and/or its transfer agent to deliver certificate representing the Shares to Buyer. At the Closing, Buyer shall deliver the Purchase Price, by check or wire transfer of immediately available fund, to the Seller.

Sale and Closing. On the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell an aggregate of _____ ordinary shares of the Company, par value $0.0001 per share, at a purchase price of US$1.50 of the Company (the “Shares”) and the Buyer agree to pay the Seller an aggregate of US$_____ in cash payment (the “Purchase Price”). The closing of the purchase and sale of the Shares (the “Closing”) shall take place on the Effective Date. At the Closing, Seller shall instruct the Company and/or its transfer agent to deliver certificate representing the Shares to Buyer. At the Closing, Buyer shall deliver the Purchase Price, by check or wire transfer of immediately available fund, to the Seller.

Sale and Closing. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to the Purchaser, all (but not less than all) of the Bonds as contemplated herein. The purchase price for all of the Bonds shall be $ , representing a par amount of $2,000,000.00, less a Purchaser’s fee of $ , there being no accrued interest thereon. The expenses described in Section 10 hereof shall be payable (assuming all of the conditions precedent set forth herein are satisfied) by wire transfer in immediately available funds on the Closing Date. (b) It shall be a condition of the Issuer’s obligation to sell and deliver the Bonds to the Purchaser and an obligation of the Purchaser to purchase and accept delivery of the Bonds, that the entire $2,000,000.00 aggregate principal amount of the Bonds shall be tendered for sale and delivered by the Issuer and accepted and paid for by the Purchaser on the Closing Date. On the Closing Date, the Purchaser will deliver a sophisticated investor letter to the Issuer and the Borrower in the form set forth in Exhibit A attached hereto certifying, among other matters, that it is an “accredited investor” within the meaning of the Securities Act and is purchasing the Bonds for investment for its own account and not with the present view of re-selling or otherwise disposing of all or any part thereof, and will so certify and that it will not sell, convey, pledge or otherwise transfer the Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (c) At 10:00 a.m. Eastern Standard Time on June , 2012, or at such earlier or later time or date as shall be agreed by the Issuer, the Borrower and the Purchaser (such time and date being herein referred to as the “Closing Date”), the Issuer will issue and deliver the Bonds in definitive form (registered in the name of the Purchaser), duly executed by the Issuer and authenticated by the Trustee (or Authenticating Agent if an entity separate from the Trustee is acting as an authenticating agent) as provided for in the Indenture; and the Purchaser shall purchase the Bonds as set forth in paragraph (a) of this section by wire transfer in immediately available funds to an account specified by the Trustee, for the account of the Issuer (such delivery and payment being herein referred to as the “Closing”...

Sale and Closing. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to the Purchaser, all (but not less than all) of the Bonds as contemplated herein. The purchase price for all of the Series 2012A Bonds shall be $12,479,695.00, representing a par amount of $12,500,000.00, less a Purchaser’s fee of $20,305.00, there being no accrued interest thereon. The purchase price for all of the Series 2012A-T Bonds shall be $1,168,099.00, representing a par amount of $1,170,000, less a Purchaser’s fee of $1,901.00, there being no accrued interest thereon. The purchase price for all of the Series 2012B Bonds shall be $1,717,206.00, representing the par amount of $1,720,000.00, less a Purchaser’s fee of $2,794.00, there being no accrued interest thereon. The expenses described in Section 10 hereof shall be payable (assuming all of the conditions precedent set forth herein are satisfied) by wire transfer in immediately available funds on the Closing Date. (b) It shall be a condition of the Issuer’s obligation to sell and deliver the Bonds to the Purchaser and an obligation of the Purchaser to purchase and accept delivery of the Bonds, that the entire $12,500,000.00 aggregate principal amount of the Series 2012A Bonds, $1,170,000.00 aggregate principal amount of the Series 2012A-T Bonds and $1,720,000.00 aggregate principal amount of the Series 2012B Bonds shall be tendered for sale and delivered by the Issuer and accepted and paid for by the Purchaser on the Closing Date. On the Closing Date, the Purchaser will deliver a sophisticated investor letter to the Issuer and the Borrower in the form set forth in Exhibit A attached hereto certifying, among other matters, that it is an “accredited investor” within the meaning of the Securities Act and is purchasing the Bonds for investment for its own account and not with the present view of re-selling or otherwise disposing of all or any part thereof, and will so certify and that it will not sell, convey, pledge or otherwise transfer the Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (c) At 10:00 a.m. Eastern Standard Time on June 3, 2012, or at such earlier or later time or date as shall be agreed by the Issuer, the Borrower and the Purchaser (such time and date being herein referred to as the “Closi...

Sale and Closing. 4.1 With effect from the Closing Date, the Seller hereby sells the Sale Shares to the Purchaser, which hereby purchases the Sale Shares at the Purchase Consideration, as one composite and indivisible transaction. 4.2 Prior to 12h00 on the Closing Date, the Seller will provide its CSDP with written, irrevocable instructions to transfer the Sale Shares to the Purchaser's CSDP Account from the Seller's CSDP Account. 4.3 Prior to 12h00 on the Closing Date, the Purchaser shall procure payment of the full Purchase Consideration by the Purchaser's CSDP to the Seller into the Seller's Designated Account, by way of electronic funds transfer of immediately available funds, free of any set-off, withholding or deductions of any nature whatsoever. 4.4 The Purchaser shall be liable for all securities transfer tax payable in terms of the Securities Transfer Tax Act No. 25 of 2007 in respect of the transfer of the Sale Shares, and the Purchaser shall procure that all such securities transfer tax payable is paid by the Purchaser's CSDP.

Sale and Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement shall be held at the offices of Winston & Xxxxxx LLP, 00 X. Xxxxxx Drive, Chicago, Illinois 60601 on the date hereof commencing at 9:00 a.m., Chicago time, or such other place, date and time as may be mutually agreed upon in writing by Representative and Purchaser. The “Closing Date,” as referred to herein, shall mean the date of the Closing. (a) Subject to the terms and conditions of this Agreement, at the Closing, the Selling Members shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall acquire and purchase from the Selling Members, the Transferred Interests, in each case free and clear of all Encumbrances of any kind, in exchange for the following consideration which shall be paid as follows at the Closing:

Sale and Closing. 4.1 In consideration of Optionee agreeing to purchase 100% of the Claims: (i) The Optionee will pay the Optionor $10,000 in Canadian Funds within 7 days of the signing of this agreement by both Parties. (ii) The Parent Company of the Optionee (Owlhead Minerals Corp., a Nevada Corporation) will transfer or issue into the name of the Optionor or his assignee(s) a total of 1,500,000 common shares (the “Shares”) restricted pursuant to Rule 144 of the United States Securities and Exchange Act and issued pursuant to key events as follows: 1. 150,000 shares issued in the name of the Optionor or his assignees upon the completion of a satisfactory initial geological report on the claims by a qualified and independent geologist engaged by the Optionee. 2. 150,000 shares issued in the name of the Optionor or his assignees upon completion of initial work program of up to $50,000 and the completion of a satisfactory 43-101 report on the claims conducted or supervised by a qualified and independent geologist. 3. 200,000 shares issued in the name of the Optionor or his assignees upon the completion of a work program costing up to $200,000 showing satisfactory results on the claims by a qualified and independent geologist engaged by the Optionee. 4. 1 000,000 shares issued in the name of the Optionor or his assignees upon the upon successful results of a ten hole drilling program. (iii) It is understood and agreed that all certificate(s) representing the Shares shall be placed in trust with the law firm of Xxxxxxxxx and Associates, 00000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 0000X, Xxx Xxxxxxx, Xxxxxxxxxx 00000 until the sum of US$500,000 has been raised by the Optionee or until the Optionee agrees in writing to release the certificates directly to the Optionor. (iv) Net Smelter Return: upon the Optionee Earning 100% legal and beneficial interest in the Claims, Xxxx Xxxx shall be entitled to a 2.5% net smelter return royalty (the NSR Royalty) on the production from the Claims. (v) The Optionee retains the right to purchase the NSR Royalty for the sum of one million dollars in US Funds(US$1,000,000). (vi) Closing will occur when the Shares are delivered to the Optionor or his assignee(s) (vii) All Claims optioned by the Optionee will revert back to the Optionor if the Claims are dropped by the Optionee. (viii) Should the claims owned by the Optionor as noted in Paragraph 4.1 v) be returned by the Optionee to the Optionor, all shares issued in the name of the Optionor or his assignee...

Sale and Closing. Unless otherwise agreed by ActiveCare in writing, in the event a Shareholder does not return to full time employment with the Corporation within the period of any leave previously agreed to by the Corporation, ActiveCare may purchase from such Shareholder or Guardian within sixty (60) days after the expiration of such leave, and such Shareholder or his Guardian shall sell to ActiveCare, all of such Shareholder’s Shares. The purchase price for such Shares and GWO Interests shall be the Purchase Price established under Section 9(a), above. ActiveCare shall have the right, in its sole discretion, to assign this right to purchase granted pursuant to this Section 9 to any other person or entity.

Sale and Closing. Subject to the satisfaction or waiver of each of the conditions to closing set forth in Article 5 (any or all of which may be waived in writing by the respective party whose performance is conditioned upon satisfaction of such conditions precedent), the closing of the purchase and sale of the Company Interest (the “Closing”) will be held at the offices of Xxxxx & Xxxxxxx on or before May 31, 2006, or such other place and date as may be mutually agreed upon by the parties hereto. The “Closing Date,” as referred to herein, shall mean the date of the Closing. The Closing shall be deemed to be effective as of 12:01 a.m., Tulsa, Oklahoma time, on the Closing Date (the “Effective Time”).

Sale and Closing. (a) On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Buyer agrees to purchase, the Initial Shares and the Initial Warrant (the “Initial Closing”). Buyer shall deliver to the Company, via wire transfer of immediately available funds equal to the Initial Purchase Price, and the Company shall deliver to the Buyer the Initial Shares and the Initial Warrant on the Initial Closing Date. (b) On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Buyer agrees to purchase, the Second Shares and the Second Warrant (the “Second Closing”). Buyer shall, at least 1 business day prior to the Second Closing Date, provide written notice specifying the number of Second Shares to be purchased at the Second Closing. Buyer shall deliver to the Company, via wire transfer of immediately available funds equal to the Second Purchase Price, and the Company shall deliver to the Buyer the Second Shares and Second Warrant on the Second Closing Date. (c) Each of the First Closing and the Second Closing is referred to in this Agreement as a “Closing” and the date of each is referred to in this Agreement as a “Closing Date”). Each Closing shall take place at the offices of Xxxxxxxxx Xxxxxxx, LLP, 0000 Xxxxxxxxx Xxxxx, Suite 1000, Irvine, California 92612, or such other location as the parties shall mutually agree, no later than the second business day following the satisfaction or waiver of the conditions provided in Articles VIII and IX of this Agreement, but the Initial Closing shall occur simultaneous with execution of this Agreement, and the Second Closing may occur no later than the Second Closing Date.