Sale Mechanics Sample Clauses

Sale Mechanics. (a) The Seller shall promptly join in such actions as may be necessary or desirable to obtain any government and third party approvals (including any under the IFC Loan Agreement) required regarding the sale and assignment of its Interest. The Buyers shall use reasonable endeavors to assist the Seller in obtaining such approvals. The Seller shall, without delay after any request from the Buyers, do any act required to be done by Applicable Laws in order to render the Transfer of its Interest legally valid, including obtaining all necessary governmental and third party consents and approvals, and shall sign any document and take such other actions as may be necessary in order to effect a prompt and valid Transfer of its Interest. The Seller shall promptly remove any Encumbrances which may exist on the date of Transfer of its Interest (other than those provided in favour of any Party under or pursuant to this Agreement). If all government and third party approvals are not timely obtained, the Seller shall, to the extent allowed under Applicable Laws, hold its Interest in trust or escrow arrangement for the benefit of the Buyers who are entitled to receive it.
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Sale Mechanics. 4.1 Any sale of the shares in the Drillship Owner pursuant to Clause 2 (Put Option) or Clause 3 (Call Option) shall, in addition, be on the following terms:
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Sale Mechanics. On the date fixed for closing pursuant to Section 7.02, the Stockholder shall deliver to the Preferred Stockholder the certificates representing the ROFR Securities sold to the Preferred Stockholder, free and clear of all liens and encumbrances (other than legends on share certificates in respect of applicable securities laws and the contractual restrictions set forth in this Agreement) and properly indorsed for Transfer, and the Preferred Stockholder shall pay the purchase price for the ROFR Securities purchased by it by delivery of immediately available funds to the Stockholder.
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Sale Mechanics. (a) For a period of one (1) year following the date upon which any Management Stockholder ceases to be employed or engaged by a member of the Group as an employee or consultant (and is not continuing to be employed or engaged in such capacity by any other member of the Group), the Compensation Committee may in its discretion serve one or more notice(s) in writing (a “Compulsory Transfer Notice”) to such Management Stockholder (or its Permitted Transferees or in the case of death, his personal representatives or executors and/or any other person who becomes beneficially entitled to the Company Shares on the death of that Management Stockholder or in the case of bankruptcy, any person who becomes entitled to Company Shares on that Management Stockholder’s bankruptcy) requiring such Management Stockholder (or its Permitted Transferees or personal representatives or executors or any other person who becomes beneficially entitled to the Company Shares on the death of that Management Stockholder or any person who becomes entitled to Company Shares on that Management Stockholder’s bankruptcy) to Transfer some or all of the Compulsory Transfer Shares held by such persons free and clear of all Encumbrances and with full title guarantee and otherwise on the terms set forth in this Article IX to any of following persons (each, a “Compulsory Transferee”):
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Related to Sale Mechanics

  • Closing Mechanics (i) One business day prior to the Closing, the Company will contact the contact person for each Purchaser listed on Schedule A hereto to confirm the closing mechanics set forth herein.

  • Notice Mechanics All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

  • Advances; Mechanics Subject to the terms and conditions of this Agreement (including, without limitation, the conditions of Article VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company, shares of Common Stock on the following terms:

  • Borrowing Mechanics Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowing.

  • Payment Mechanics All payments of principal and interest hereunder are to be made in lawful money of the United States of America in the manner specified in Article III of the Purchase and Sale Agreement.

  • Conversion Mechanics (a) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order.

  • Borrowing Mechanics for Loans Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than one Business Day prior to the Closing Date or such shorter period of time acceptable to Administrative Agent. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

  • Due on Sale Encumbrance Borrower expressly agrees that upon a violation of Article 8 of this Security Instrument by Borrower and acceleration of the principal balance of the Note because of such violation, Borrower will pay all sums required to be paid in connection with a prepayment, if any, as described in the Note, herein imposed on prepayment after an Event of Default and acceleration of the principal balance. Borrower expressly acknowledges that Borrower has received adequate consideration for the foregoing agreement. AAT CC BELLEVUE, LLC, a Delaware limited liability company By: AAT CC Bellevue Holdings, LLC, a Delaware limited liability company, its Sole Member By: First American Exchange Company, LLC, its Sole Member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President [NO FURTHER TEXT ON THIS PAGE] 66

  • Borrowing Mechanics for Term Loans (i) the Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than three (3) Business Days prior to the Closing Date. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

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