Sale Closing. At the Sale Closing:
(i) Cyprus shall deliver or cause to be delivered to Parent the Cash Consideration by wire transfer in immediately available US funds as Parent may direct in a writing delivered to Cyprus no later than two business days prior to the Closing Date; and
(ii) Parent shall deliver to Cyprus certificates for the Parent Common Shares and certificates for the Warrants, in each case duly registered in the name of Cyprus or as Cyprus may direct in a writing delivered to Parent no later than two business days prior to the Closing Date.
Sale Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof and effective upon the Closing (as such term is defined in the Merger Agreement), the consummation of the transactions contemplated hereby pursuant to the terms and provisions hereof (the "SALE CLOSING") shall take place simultaneously with the Closing at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, located at 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, unless another place or time is agreed to in writing by the Company and the Purchaser. The date upon which the Sale Closing occurs shall be referred to herein as the "SALE CLOSING DATE."
Sale Closing. (a) The closing of the purchase and sale of the Preferred Stock pursuant to Section 2.1 hereof (the "Sale Closing") shall take place at the time of the execution of this Agreement. The Sale Closing shall be held at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 900 Third Avenue, New York, New York, or at such other place as the parties hereto shall mutually agree.
(b) At the Sale Closing, (i) the Company shall deliver to each Purchaser, against payment of the Purchase Price therefor, one or more certificates for the shares of Preferred Stock being purchased by such Purchaser, in definitive form and registered in the name of such Purchaser or its nominee, which name shall be designated in writing at least two (2) business days prior to the Sale Closing, representing the Preferred Stock being purchased by it, (ii) the Purchasers shall deliver to the Company against delivery of the certificate or certificates representing the Preferred Stock, by wire transfer to the account set forth on Schedule 2.2(b), the Purchase Price payable in immediately available funds, and (iii) each party to this Agreement shall deliver to the other such other documents, instruments and writings as may be required to be delivered in accordance with this Agreement or as may be reasonably requested by such other party.
Sale Closing. The sale of the LGS Assets by Pinedale to Ultra shall have been consummated contemporaneously.
Sale Closing. 6.1.1 The Sale Closing shall take place on the 3rd Business Day after the date on which the last of the Conditions Precedent is fulfilled or waived by the Investor in accordance with Article 4.2 (or such other date as the Parties hereto may agree) (“Sale Closing Date”). Before the Sale Closing Date, the Investor shall notify the Escrow Agent in writing that all or the Conditions Precedent have been fulfilled or waived by the Investor in accordance with Article 4.2.
6.1.2 The Parties shall take all steps necessary for fulfilling their respective obligations for Sale Closing under this Agreement on or before the Purchase Closing Date and for completion of the transaction pertaining to Sale Closing as envisaged in this Agreement.
6.1.3 On or before the Sale Closing Date:
(a) the Investor shall:
(i) deliver or caused to be delivered:
(1) to the Escrow Agent an amount equal to the Sale Consideration in the manner set out in the Escrow Agreement; and
(2) to the Company the certificate stated in Form FC-TRS from the Escrow Agent and each of the Vendors and the Company shall give all necessary assistances to the Investor in respect thereof; and
(ii) do all such acts and things and execute all such documents as it is required to under the Escrow Agreement; and
(b) each of the Vendors shall:
(i) deliver or caused to be delivered:
(1) to the Escrow Agent all of the Sale Closing Documents in the manner set out in the Escrow Agreement; and
(2) to the Investor a certified true copy of the resolutions of the Board approving the matters set out in Article 6.1.3(b)(ii);
(ii) procure that a meeting of the Board be held, at which meeting the directors of the Company shall (a) accept the resignation of directors (except the Founder) (which shall take effect at the close of such Board meeting) and (b) approve the appointment of such persons, as the Investor may nominate, to be directors of the Company; and
(iii) do all such acts and things and execute all such documents as it, he or she is required to under the Escrow Agreement.
6.1.4 Upon the completion of all (but not part) of the activities set out in Article 6.1.3, the Parties shall cause the Escrow Agent to, in accordance with the Escrow Agreement:
(a) deliver or caused to be delivered to the Vendors, bank drafts equivalent to the Sale Consideration in favour of the Vendors or as they may direct (in writing whose receipt shall be an absolute discharge therefor and the Investor shall not be concerned to see to the distribu...
Sale Closing. The Sale Closing shall occur on the Offer Closing Date, but prior to the Offer Closing (such date, the “Sale Closing Date”) (or such other date and time as is mutually agreed to by each Acquiring Entity and each Xxxxxxxxxx Fund) after notification of satisfaction (or waiver) of the conditions to the Sale Closing set forth in Section 6.2 below, at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sale Closing. (a) The closing of the First Sale (the “First Sale Closing”) shall take place at the offices of Weil, Gotshal & Xxxxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 a.m. on September 26, 2010 (the “First Sale Closing Date”), subject to satisfaction or waiver on such date of all conditions to the First Sale Closing set forth in Sections 6.1 through 6.3 hereof, and provided that (i) if the Transaction Closing occurs on or prior to the First Sale Closing Date, the First Sale shall not occur and (ii) if the conditions to Buyer’s obligations to consummate the First Sale Closing set forth in Sections 6.1 and 6.2 hereof are not satisfied or waived on or prior to the First Sale Closing Date, the First Sale shall not occur.
(b) At the First Sale Closing, (i) Seller shall deliver to Buyer, free and clear of any Liens, the First Sale Shares and one or more certificates representing all of the First Sale Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps, and (ii) Buyer shall pay to Seller the amount referred to in Section 2.4(b) in accordance with such Section.
Sale Closing. (a) If a Sale Election is made (or deemed to be made), the closing of the purchase and sale of the Raleigh Interests and any Resolved Interests (the "Raleigh Interests Closing") shall, subject to satisfaction or waiver by the Purchaser and the General Partner of the conditions set forth herein, take place on the earlier of (i) the tenth business day after the date on which Raleigh makes a Sale Election pursuant to the Response Notice and (ii) the thirtieth business day after the delivery of the Buy/Sell Notice, if Raleigh does not timely deliver a Response Notice or if the Response Notice delivered does not comply with the terms hereof (the "Raleigh Interests Closing Date"). The Raleigh Interests Closing shall take place at the offices of Arvida/JMB Managers, Inc., a Delaware corporation, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000. The Purchaser's obligation to consummate the Raleigh Interests Closing shall be subject to the satisfaction or waiver in writing by the Purchaser of the following conditions (except that a waiver of the conditions set forth in clause (A) of paragraph (i), paragraph (ii) insofar as it relates to such clause (A), paragraph (v) or paragraph (vi) must be made by each of the Purchaser and the General Partner):
(i) since the date of this Agreement, no preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (A) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the purchase of the Raleigh Interests and any Resolved Interests by Purchaser, (B) imposes or confirms limitations on the ability of Purchaser effectively to exercise full rights of ownership of any Interests, including, without limitation, the right to vote Interests on all matters properly presented to the Partnership's Interestholders, (C) requires divestiture by Purchaser of a material amount of Interests; or (D) would materially adversely affect the business, properties, assets, liabilities, financial condition, operations or results of operation of the Partnership taken as a whole;
(ii) since the date of this Agreement, there shall not be any action taken by, or any statute, rule, regulation or order enacted, promulgated or issued by, any federal or state court, government or governmental authority or agency, which would, directly or indirectly, result in any of the consequences referred to in clauses (A) thr...
Sale Closing. The closing of the Sale (the “Closing”) shall take place immediately upon the execution of this Agreement (the “Closing Date”). At the Closing, the parties shall deliver to each other the payment, certificates, agreements, instruments and other documents required by this Agreement. All proceedings to take place at the Closing shall take place simultaneously, and no delivery shall be considered to have been made until all such proceedings have been completed.
Sale Closing. (a) On the terms set forth herein and in reliance on the representations made in this Agreement, REI will sell to QAD, and QAD will purchase from REI, the REI Shares for a total purchase price (the “Purchase Price”) of fourteen million eight hundred thousand dollars (US$14,800,000)(i.e., seven dollars and forty cents (US$7.40) per share). The closing of the Purchase (the “Closing”) shall take place on May 26, 2005 (the “Closing Date”).
(b) Unless otherwise directed in writing by REI, QAD shall pay the Purchase Price to REI in immediately available funds by wire transfer to the following account: For the account of: Recovery Equity Investors II, L.P.
(c) At the Closing: (i) REI shall transfer all of its right, title and interest in and to the REI Shares to QAD, free and clear of all liens, and shall deliver to QAD one or more certificates representing the REI Shares, duly endorsed for transfer or accompanied by appropriate transfer powers duly executed for transfer and otherwise in form acceptable to QAD; and (ii) QAD shall (x) pay the Purchase Price to REI in the manner specified in Section 1(b) above. Promptly after the Closing, QAD shall cause its transfer agent to deliver to REI one or more certificates, in the name of REI, representing that number of shares of Common Stock equal to (A) the excess of the number of shares represented by the certificate or certificates delivered to QAD by REI pursuant to clause (i) above over (B) 2,000,000
