Shares Closing Sample Clauses
Shares Closing. If a Shares Sale Notice is delivered by Investor to AMAO and Escrow Agent in accordance with Section 1(a), the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur no later than five (5) Business Days following the Extended Date (the “Shares Closing Date”). On the Shares Closing Date, the selling Investor shall deliver, or cause to be delivered, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to Escrow Agent and, in exchange therefor, the Escrow Agent and/or AMAO, as applicable, shall deliver to the selling Investor an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (the “Investor Shares Purchase Price”), which Investor Shares Purchase Price shall be paid as follows: (A) $0.25 for each Share being sold by such selling Investor to be delivered by the Escrow Agent by wire transfer of immediately available funds from the Escrow Account (as defined in Section 4(b)(i) hereof) and (B) $10.10 for each Share being sold by such selling Investor to be delivered in the form of a redemption payment from the trustee of the trust account from the closing of AMAO’s initial public offering by wire transfer of immediately available funds from such trust account. The Escrow Agent, or as applicable, the trustee, shall, in accordance with this Section 1(b), release from the Escrow Account to the selling Investor on the Shares Closing Date, for such selling Investor’s use, without restriction, an amount equal to the applicable portion of such Investor’s Investor Shares Purchase Price (calculated in accordance with the preceding sentence), and (ii) promptly deliver such sold Shares to AMAO.
Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company and the Escrow Agent, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur on the Put Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or make available for delivery by way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to
(i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall, (i) without delay, release from the Escrow Account to the Investor on the Shares Closing Date, for the Investor’s use without restriction, an amount equal to the Investor Shares Purchase Price, and (ii) promptly deliver such sold Shares to the Company.
Section 1 of the Forward Share Purchase Agreement is hereby amended to add Section 1(c), which shall read as follows:
Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur on the Put Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or make available for delivery by way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent (as defined below) and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall promptly deliver such sold Shares to the Company.
Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Counterparty and Escrow Agent, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur no later than the date that is ten calendar days after the Maturity Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or cause to be delivered, the Shares (including any Additional Shares) subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Counterparty and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s), for such selling Investor’s use without restriction, an amount equal to (i) the Maturity Date Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (subject to the Share Purchase Limit), which shall be paid by wire transfer of immediately available funds from the Escrow Account.
Shares Closing. The date and time of the Shares Closing (the "Shares Closing Date") shall be 10:00 a.m., New York City time, on a date mutually agreed to by PrivateCo, PublicCo and each Buyer after notification of satisfaction (or waiver) of the conditions to the Shares Closing set forth in Sections 7 and 8 below, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Shares Closing may also be undertaken remotely by electronic transfer of Shares Closing documentation.
Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company and Escrow Agent, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur no later than the Put Date. On the Put Date, each selling Investor shall deliver, or cause to be delivered, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor to the Company (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall, (i) without delay, release from the Escrow Account to each selling Investor on the Put Date, for such selling Investor’s use without restriction, an amount equal to the applicable Investor Shares Purchase Price, and (ii) promptly deliver such sold Shares to the Company. The Put Date may be accelerated by the Investor if (i) the Shares are delisted from The Nasdaq Stock Market or (ii) commencing on the Business Day following the effectiveness of a resale registration statement on Form S-1 to be filed by the Company, as further described in the Registration Statement, during any 30 consecutive trading day period following the closing of the Business Combination, the VWAP Price (as defined below) for 20 trading days during such period shall be less than $5.00 per Share. For purposes of this Agreement, the “VWAP Price” per Share shall be determined for any trading day (or any trading period) via a Bloomberg Terminal by searching “ACTD <Equity> AQR SEC” (or any successor thereto) (the “VWAP Price”).
Shares Closing. Subject to the terms and conditions of this Agreement (including Section 2.4 below), at the Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares and the GEI Know-How from Seller.
Shares Closing. If a Put Shares Sale Notice is delivered by any Investor to the Company and Escrow Agent, the closing of the sale of the Shares contemplated in each such delivered Put Share Sales Notice (the “Shares Closing”) shall occur no later than the Business Day after the Put Date. On the Put Date, each selling Investor shall deliver, or cause to be delivered, the Shares subject to the applicable Put Shares Sale Notice free and clear of all liens and encumbrances to Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor to the Company (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall, (i) without delay, release from the Escrow Account to each selling Investor on the Put Date, for such selling Investor’s use without restriction, an amount equal to the applicable Investor Shares Purchase Price, and (ii) promptly deliver such sold Shares to the Company.
Shares Closing. Unless the Shares Retention Notice is delivered by ▇▇▇▇▇▇ to the Company, the closing of the sale of the Shares (the “Shares Closing”) shall occur no later than the six (6) month anniversary of the Business Combination Closing Date (the “Shares Closing Date”). On the Shares Closing Date, ▇▇▇▇▇▇ shall deliver the Shares (including any Additional Shares) to the Company against receipt of the Shares Purchase Price, which shall be paid by a drawing under the Letter of Credit (as defined below) or, in the event that the Letter of Credit Agreement (as defined below) is not entered into, by wire transfer of immediately available funds from the Escrow (as defined below). In the latter case, ▇▇▇▇▇▇ may instruct the Escrow Agent (as defined below) to release from the Escrow on the Shares Closing Date for ▇▇▇▇▇▇’▇ use without restriction an amount equal to the Shares Purchase Price.
Shares Closing. The closing for the purchase and sale of the Shares (the “Shares Closing”) shall take place on the date on which the conditions set forth in Section 4 shall be satisfied or duly waived, or if Company and Investor mutually agree on a different date, the date upon which they have mutually agreed (the “Shares Closing Date”). At the Closing, Company shall deliver a certificate registered in the name of Investor representing the Shares, against delivery to Company by Investor of evidence of application of $450,000 toward the principal of the Note (the “Receipt”).