Sale Mechanics Sample Clauses

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.

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”): (i) to any person or persons replacing the applicable Management Stockholder; (ii) to another director, officer or employee of the Company or any member of the Group; (iii) to the EBT or any other trust for the benefit of the employees or directors; (iv) to a custodian or nominee pending the nomination of a transferee listed in clauses (i) – (iii) of this Section 9.3(a). The determination by the Compensation Committee of the identity of the transferee(s) shall be made within thirty (30) days following the date of delivery of the applicable Compulsory Transfer Notice and shall take into account the views of the CEO. (b) Within seven (7) days following the determination of the applicable Compulsory Transferees pursuant to Section 9.3(a), the Compensation Committee shall deliver written notice to: (i) the applicable Management Stockholder (or his Permitted Transferees, if applicable) of the identity of the Compulsory Transferees and the number of Compulsory Transfer Shares to be Transferred to each such Compulsory Transferee; and (ii) each Compulsory Transferee, setting forth: (A) the number of Compulsory Transfer Share...

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. (b) Where the Seller is a Defaulting Shareholder, the Seller shall bear any penalties, damages, losses, costs (including reasonable legal costs and attorneys' fees and any stamp duty incurred on the documents signed to effect such Transfer) and liabilities incurred by the Shareholders in connection with such Transfer. (c) Where the Seller is not a Defaulting Shareholder, the Seller and the Buyers shall each bear their own costs related to the Transfer. (d) If necessary under the IFC Loan Agreement, the Seller shall obtain the approval or consent of IFC required to sell its Interest.

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: (a) at the expense of the Purchaser; (b) on an "as is where is" basis with the Borrower giving the Purchaser no representations, warranties, agreements or guarantees whatsoever concerning or in connection with the Drillship Owner, the Drillship, the Insurances, the Drillship's condition, state or class or anything related to the Drillship or the Drillship Owner in either case whether express or implied, statutory or otherwise; (c) subject to any employment obligations or other commitments or liabilities arising prior to the Option Date in relation to the Drillship Owner and the Drillship (and on the basis that the Purchaser shall be responsible for assuming direct responsibility towards any relevant counterparty in relation to such obligations, commitments or liabilities); and (d) without warranty as to non —encumbrance or liens other than the Shares Security relating to the Drillship Owner. 4.2 Following the service of an Option Notice, on the Put Option Date or, as the case may be, the Call Option Date: (a) the Purchaser shall pay in accordance with Clause 5.1(g) in freely available cleared funds an amount equal to the Option Price; (b) after receipt of such payment, the Borrower shall deliver to the Purchaser (i) original share certificates representing the total issued and outstanding capital stock of the Drillship Owner (the "Shares"), together with any related stock power or instrument of assignment and (ii) the other documents necessary and appropriate to effect a valid conveyance of title to the Shares, in each case duly executed by the Borrower and in respect of the Drillship Owner. (c) the Purchaser acknowledges that: (i) in the case where the Put Option is exercised prior to the Interim Maturity Date and following application of the Option Price towards the Secured Liabilities there are Secured Liabilities outstanding, the Finance Documents shall, save for the cancellation of the Pledge of Beneficial Interest and the Shares Security relating to the Drillship Owner in connection with paragraph (b) of this Clause 4.2, continue in full force and effect and the Borrower and the Drillship Owner shall on the Option Date (and as a condition precedent to the completion of the Option) grant such acknowledgement and confirmation with respect thereto as the Security Agent may require in relation to the...

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Closing Mechanics (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Xxxxxx to convey the Owned Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause JCC to, enter into the HNO Ground Lease Assignment and Assumption Agreement and Act of Cash Sale of Improvements, (iii) Buyer shall, and Eldorado shall cause JCC to, enter into the Lease Assignment and Acceptance Agreement; (iv) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, (vi) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Non-CPLV Lease Amendment, and (vii) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date.
Advances; Mechanics Subject to the terms and conditions of this Agreement (including, without limitation, the provisions 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, Common Shares 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 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.
Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities (1) You may transfer within escrow to a financial institution the escrow securities you have pledged, mortgaged or charged under section 4.2 to that financial institution as collateral for a loan on realization of the loan. (2) Prior to the transfer the Escrow Agent must receive: (a) a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities; (b) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and (c) an acknowledgement in the form of Schedule “B” signed by the financial institution. (3) Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.
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 OREGON OFFICE I, LLC, a Delaware limited liability company By: First American Exchange Company, LLC, a Delaware limited liability company, its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President
Borrowing Mechanics for Term Loans (i) Lead Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (A) if such Funding Notice requests a LIBOR Rate Loan, three (3) Business Days prior to the Closing Date or (B) if such Funding Notice requests a Base Rate Loan, two (2) Business Days prior to the Closing Date, or, in each case, such later date as Administrative Agent may agree. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Lead Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders (A) may act without liability upon the basis of written, facsimile, or telephonic notice believed by Administrative Agent in good faith to be from Lead Borrower (or from any Authorized Officer thereof designated in writing purportedly from Lead Borrower to Administrative Agent), (B) shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of Lead Borrower until Administrative Agent receives written notice to the contrary, and (C) shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender shall make its Term Loan available to Administrative Agent not later than noon (New York time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office (as identified on Appendix B). Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Lead Borrower by the close of business on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited (A) in the case of Loans made on the Closing Date, in accordance with the provisions of the Flow of Funds Agreement or (B) after the Closing Date, to the account of Lead Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Lead Borrower.
No Mechanics' Liens There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;
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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