Subscription Deliveries Sample Clauses

Subscription Deliveries. At the Closing, (i) each Buyer shall pay its Purchase Price (as set forth opposite such Buyer’s name on the Schedule of Buyers under the heading “Purchase Price”) for the Offered Units to be issued and sold to such Buyer, by wire transfer of immediately available funds to the Company and shall deliver to the Company its signature page to the LLC Agreement; and (ii) the Company shall deliver to such Buyer the certificates for the Offered Units, duly executed on behalf of the Company, dated as of the Closing Date, and registered in the name of such Buyer or its designee.
Sample 1
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Subscription Deliveries. At the Subscription, (i) each Buyer shall deposit its Purchase Price (as set forth opposite such Buyer’s name on the Schedule of Buyers under the heading “Purchase Price”) for the Notes to be issued and sold to such Buyer, by wire transfer of immediately available funds to the Escrow Agent pursuant to the terms of the Escrow Agreement to be entered into at the Subscription by the Company, each Buyer and the Escrow Agent substantially in the form of Exhibit C hereto (the “Escrow Agreement”); (ii) the Company shall deliver to the Escrow Agent the Notes (in such principal amounts as such Buyer shall request), duly executed on behalf of the Company, dated as of the Subscription Date and registered in the name of such Buyer or its designee; and (iii) the Company shall deliver to the Escrow Agent a completed and executed notice of redemption (the “Notice of Redemption”) pursuant to Article XI of the Indenture notifying the Trustee of the Company’s intention to redeem all of the Existing Notes then outstanding, which Notice of Redemption will be undated and held by the Escrow Agent for release in accordance with the Escrow Agreement. Until the Closing Date, title to the cash deposited by each Buyer shall remain vested in such Buyer and the Company shall not have any right, title or interest in such cash; provided that nothing in this sentence shall be deemed a waiver or limitation of the contractual rights of the parties set forth in this Agreement or the other Transaction Documents.
Sample 1

Related to Subscription Deliveries

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Purchaser’s Deliveries At the Closing, Purchaser shall deliver the following to Seller:

  • Purchaser’s Deliveries in Escrow As of or prior to the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Purchaser Deliveries At the Closing, Purchaser shall deliver to Seller:

  • Deliveries at Closing At the Closing:

  • Buyer’s Deliveries At the Closing, Buyer shall deliver the following to Seller:

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