Share Purchase Closing. Subject to the terms and conditions of this Agreement, unless the Scheme Closing shall have occurred, the closing (the “Share Purchase Closing”) of the Transaction in accordance with Sections 2.6 and 2.7 (the “Share Purchase”) shall take place at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX, at 10:00 a.m., New York time, on the fifth (5th) Business Day (the “Share Purchase Closing Date”) after the later of (a) the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII (other than the conditions set forth in Sections 7.1(b) and 7.1(c) and any condition to the Share Purchase that by its nature cannot be satisfied until the Share Purchase Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) by the party or parties entitled to the benefits thereof of such conditions at such time) and (b) the earlier of (i) the Scheme Longstop Date and (ii) the date on which the Vodafone Scheme lapses in accordance with its terms or is withdrawn, or at such other time or place as Verizon and Vodafone may agree in writing. If the Scheme Closing shall have occurred, this Section 2.5 shall be of no further force and effect.
Share Purchase Closing. The closing of the Share Purchase (the “Share Purchase Closing”) shall take place on the date hereof simultaneously with the execution of this Agreement (the “Closing Date”) at the offices of Island Capital Group LLC, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. At the Share Purchase Closing, Seller shall deliver to Buyer a share certificate evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; provided, however, that the share certificate delivered by Seller will reflect a number of Special Series A Shares of the Company held by Seller before such shares were converted into common shares of beneficial interest of the Company, and prior to the Company’s completion of the split transactions described in the Schedule 13E-3. Also at the Share Closing, Buyer shall deliver to Seller the Purchase Price by wire transfer of immediately available funds to the account designated by Seller and set forth on Schedule A hereto.
Share Purchase Closing. (a) The closing of the purchase and sale of the Purchased Stock (a “Closing”) shall take place on the date hereof by exchange of executed documents via facsimile or e-mail (PDF) to be followed by exchange of executed original documents (such date, a “Closing Date”).
(b) At the Closing, Natur shall pay the Stock Purchase Price in U.S. dollars in immediately available funds by wire transfer to an account designated by DRBG or check.
(c) As an inducement for DRBG to sell the Purchased Stock to Natur, at the Closing, Temple shall issue to DRBG a Common Stock Warrant in the form attached hereto as Exhibit A (the “Warrant”).
(d) At the Closing, the Voting Agreement and the Investor Rights Agreement shall be terminated as to all parties.
(e) At or prior to the Closing, the following directors will tender their resignations, Xxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxx and in their place, immediately after the Closing the Closing, Xxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxxxx will be appointed as directors to fill the vacancies created by the resignations. The three new directors will be deemed those designated by the Series A Directors under the Company’s Third Amended and Restated Certificate of Incorporation (as amended from time to time, the “Charter”). Immediately following the Closing, TQ shall be appointed as a director of Temple.
(f) At the Closing, by their execution of this Agreement, each of DRBG and Temple hereby agree to terminate that certain Management Services Agreement, dated as of March 30, 2018 by and among Temple and DRBG.
(g) At the Closing, Temple shall deliver to Natur a good standing certificate for Temple, issued as of a then recent date by the Secretary of State of the State of Delaware.
(h) At the Closing, copies of resolutions of the Board and the shareholders of Temple authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, certified by a duly authorized officer of Temple.
Share Purchase Closing. (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Sections 9.01 and 9.02 hereof, the Closing shall take place at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, One Liberty Plaza, New York, New York, at 10:00 a.m., New York City time, on the third Business Day following satisfaction or, if permissible, waiver, of the conditions set forth in Sections 9.01 and 9.02 hereof, or at such other time and place as the parties may agree (the date on which the Closing occurs, the "CLOSING DATE").
(b) At the Closing, (i) the Company will deliver to the Investor certificates representing the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.01 hereof (registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), together with the other documents, certificates and opinions to be delivered pursuant to Section 9.01 hereof, and (ii) the Investor, in full payment for the shares of Senior Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.01 hereof, will pay to the Company and deposit into escrow under the Escrow Agreement, in each case as provided in Section 2.01 hereof, an aggregate amount equal to the Share Purchase Price, against which amount to be paid to the Company any amounts due to the Investor pursuant to Section 11.01(a) hereof or otherwise shall be netted (PROVIDED, that the Investor shall continue to be entitled to seek reimbursement after the Closing for amounts that are properly reimbursable pursuant to Section 11.01(a) hereof), in immediately available funds, and the Investor shall deliver to the Company the other documents, certificates and opinions to be delivered pursuant to Section 9.02 hereof. The amount to be paid to the Company will be paid by wire transfer to First Union National Bank, Macon, Georgia, Acct. Name: Magellan Health Services, Inc., Acct. No.: 2080000077640, ABA No. 000000000. The amount to be deposited into escrow under the Escrow Agreement by the Investor will be deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement.
Share Purchase Closing. The closing of the transactions contemplated by this Agreement (the "Share Purchase Closing") will take place at the offices of Steptoe & Xxxxxxx LLP, 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000 on the same date as, and immediately prior to, the Effective Time.
(i) At the Share Purchase Closing, there will be delivered to Principal Shareholder by ASG (A) the consideration referred to in Section 1(b)(i) hereof; (B) the Guarantee; and (C) all previously undelivered documents required to be delivered by ASG or ASG Sub at or prior to the Share Purchase Closing in connection with the transactions contemplated by this Agreement.
(ii) At the Share Purchase Closing, Principal Shareholder will deliver to ASG or ASG Sub (A) duly endorsed stock certificates transferring ownership to ASG Sub of the Principal Shares; (B) an executed subordination agreement in the form attached hereto as Exhibit B; and (C) all other previously undelivered documents required to be delivered by the Principal Shareholder to ASG at or prior to the Share Purchase Closing in connection with the transactions contemplated by this Agreement.
Share Purchase Closing. 2.1 GRANT OF LOAN Upon the terms and subject to the conditions of this Agreement, the Investor shall loan to the Company an aggregate principal amount of U.S.$8,880,804 (the "COMPANY LOAN"). The proceeds of the Company Loan shall be used by the Company to acquire the Timesmaster Shares upon the terms and subject to the conditions set forth in the Share Purchase Agreement. The Company Loan made by the Investor shall be evidenced by a promissory note, the form of which is attached hereto as Exhibit A (the "PROMISSORY NOTE"). The Promissory Note shall be dated as of the date of the Share Purchase Closing, and shall represent the obligation of the Company to pay the aggregate principal amount of the Company Loan to the Investor, with interest accrued thereon, as prescribed in the Promissory Note; provided that the Company shall have the right to assign all of its obligations under the Company Loan to any of the Company's Affiliates.
Share Purchase Closing. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the sale and purchase of the Shares under this Agreement (the “Share Purchase Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the Company and Purchaser mutually agree in writing, at 8:00 a.m. local time, on the date of the closing of the Merger, or at such other time or date as the Company and Purchaser may mutually agree in writing (the date on which the Share Purchase Closing occurs pursuant to this Section 2.1, the “Share Purchase Closing Date, ” and the date and time at which the Share Purchase Closing occurs pursuant to this Section 2.1, the “Issuance Time”).
Share Purchase Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 13.4, and subject to the satisfaction or waiver (where applicable) of the conditions set forth in Section 9, the closing of the Share Purchases (the “Share Purchase Closing”) will take place at the offices of Debevoise & Pxxxxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time, on December 15, 2005, or, if the conditions set forth in Section 9 have not been satisfied or waived on such date, three Business Days after the satisfaction or waiver of such conditions (the “Share Purchase Closing Date”), provided that the Share Purchase Closings with respect to (i) the sale of Columbian Chemicals Brasil Ltda. shall take place at the offices of Pxxxxxxx Neto Advogados, Rxx Xxx Xxxxx, 000, 0° Xxxxx, Xxx Xxxxx, Xxxxxx 01014-907 at the equivalent São Paolo, Brazil time, (ii) the sale of Columbian Carbon Europa S.R.L. shall take place at the offices of Nxxxxx Xxxx, Vxx xx Xxxxxxx 00, 00000 Xxxx, Xxxxx, at the equivalent Rome, Italy time, (iii) the sale of Columbian Chemicals Europa GmbH and certain shares of Columbian Carbon Deutschland GmbH shall take place at the offices of Debevoise & Pxxxxxxx LLP, Txxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx, at the equivalent Frankfurt, Germany time, and (iv) the sale of Columbian Tiszai Carbon, LLC shall take place at the offices of Szecskay Ugyvedi Iroda, Kossuth ter 16-17., H-0000, Xxxxxxxx Hungary, at the equivalent Budapest, Hungary time. At the Share Purchase Closing, except as otherwise provided in the applicable Share Purchase Agreement:
(a) the Company will deliver, or cause to be delivered, to the relevant acquisition entity of the Parent certificates representing the Foreign Subsidiary Shares, endorsed in blank or accompanied by stock powers in favor of the applicable Subsidiary of Parent, accompanied by all requisite stock transfer stamps;
(b) the Parent will deliver, or cause to be delivered, the Foreign Subsidiary Purchase Prices for the Foreign Subsidiary Shares to the applicable Subsidiary of the Company by wire transfer of immediately available funds to a previously designated account of the Company or the relevant Subsidiary of the Company; and
(c) each of the parties hereto will deliver all other instruments, agreements, certificates and documents required to be delivered by such party on or prior to the Share Purchase Closing Date pursuant t...
Share Purchase Closing. The Share Purchase Closing shall have occurred and each of the Share Purchases shall have been consummated.
Share Purchase Closing. (a) The Closing shall take place at the offices of Snexx & Wilxxx X.L.P. at 10:00 a.m., Arizona time, on September 7, 2001 following satisfaction or, if permissible, waiver, of the conditions set forth in Sections 8.01 and 8.02 hereof, or at such other time and place as the parties may agree (the date on which the Closing occurs, the "Closing Date").
(a) At the Closing, (i) the Company will deliver to the Investor certificates representing the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.01 (registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Closing Date), together with the other documents, certificates and opinions to be delivered pursuant to Section 8.01, and (ii) the Investor, in full payment for the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.01, will pay to the Company as provided in Section 2.01, an aggregate amount equal to the Share Purchase Price, in immediately available funds, and the Investor shall deliver to the Company the other documents, certificates and opinions to be delivered pursuant to Section 8.02. The amount to be paid to the Company will be paid by wire transfer to an account designated by the Company in writing at least one Business Day in advance of the Closing.