The Closing; Deliveries Sample Clauses

The Closing; Deliveries. (a) The closing of the purchase and sale of the Shares hereunder (the "Closing") shall take place at the offices of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 a.m. as promptly as practicable following the satisfaction or waiver of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than twenty days after the date hereof and no later than the Termination Date (as defined below), or at such other place, time and/or date as shall be mutually agreed by Ciba, the Sellers and the Purchasers (the date of the Closing, the "Closing Date"). (b) At the Closing, each Seller shall deliver to each Purchaser one or more certificates representing the Shares being sold by such Seller to such Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal to the number of Shares being purchased by such Purchaser hereunder. Delivery of such certificates shall be made against receipt by such Seller of the portion of the Purchase Price payable therefor to such Seller. The cash portion of the Purchase Price shall be paid by wire transfer to an account or accounts designated by the Sellers at least three business days prior to the Closing Date. (c) The Sellers shall be responsible for and shall pay any sales, use, transfer, documentary or other similar taxes that relate to the purchase and sale of the Shares hereunder.

The Closing; Deliveries. (a) The closing of the purchase and sale of the Securities (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom, LLP, Four Time Square, New York, New York 10036, at 0:00 x.m. xx the business xxx xxxxxxxxx xxx xxxx xx xxxxx xxx of the conditions to each party's obligations hereunder (other than Section 5.1(d)) have been satisfied or waived and on the same date and at the same time that the Restructuring is occurring, or at such other place or time as the parties may agree (the date of the Closing, the "Closing Date"). (b) At the Closing, the Company shall deliver to each Purchaser (i) certificates representing the Common Stock and Preferred Stock and (ii) the Warrants being purchased by such Purchaser, each registered in the name of such Purchaser in such amounts as such Purchaser shall inform the Company prior to the Closing. Delivery of such certificates and Warrants shall be made against receipt by the Company of the portion of the Purchase Price payable therefor, which shall be paid by wire transfer of immediately available funds to an account designated by the Company.

The Closing; Deliveries. (a) The closing of the purchase and sale of the New Common Shares hereunder and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 a.m. on the second business day following the satisfaction or waiver of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than 20 business days following the date hereof, or at such other place, time and/or date as shall be mutually agreed by the Company and the Investors (the date of the Closing, the “Closing Date”). (b) At the Closing, the Company shall deliver to Equity VI certificates representing the New Common Shares being purchased by Equity VI, each registered in the name of Equity VI or its nominee or designee in such amounts as Equity VI shall specify to the Company prior to the Closing. Delivery of such certificates shall be made against receipt by the Company of the Purchase Price, which shall be paid by wire transfer to an account designated at least three business days prior to the Closing Date by the Company.

The Closing; Deliveries. (a) The closing of the purchase and ----------------------- sale of the Preferred Stock and Warrants hereunder (the "Closing") shall take ------- place at the offices of the Company at 9:00 a.m. on February 23, 2000 or such earlier date as may be specified by notice within two business days of the Closing and mutually agreed to by the Company and the Purchasers, in each case, subject to the satisfaction or waiver of the conditions to the Closing set forth in Article V (other than those conditions that by their nature are to be satisfied at such Closing, but subject to the satisfaction or waiver of those conditions) (the date of the Closing, a "Closing Date"). ------------ (b) At the Closing, the Company shall deliver to the Purchasers certificates representing the shares of Preferred Stock and Warrants being purchased by the Purchasers at the Closing, each registered in the name of the Purchaser or its nominee or designee in such amounts as each Purchaser shall inform the Company prior to the Closing. Delivery of such certificates shall be made against receipt by the Company of the Purchase Price payable in connection with the Closing, which shall be paid by wire transfer of immediately available funds to an account designated at least three business days prior to the applicable Closing Date by the Company. The Warrants shall be in the form attached as an exhibit to the Warrant Agreement (the "Warrant Agreement"), ----------------- attached in the form of Exhibit 1.2(b)

The Closing; Deliveries. (a) The closing of the purchase and sale of all of the Sellers’ Company Interests (the “Closing”) will take place at the offices of Xxxxxx & Xxxx, L.L.P., located at 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 on the date of this Agreement, or at such other date and place as is mutually agreed among the parties (such date being herein called the “Closing Date”). (b) At the Closing (i) each Seller (or the applicable Affiliate of such Seller), is executing and delivering to the Company an amendment to such Seller’s (or its Affiliate’s) current distributor agreement with the Company, in the form of Exhibit B; (ii) the ultimate parent company (or, in the case of HT, Hyatt Corporation) of each Seller (“Seller Parent”), is executing and delivering to the Buyer a guaranty in the form of Exhibit C (collectively, the “Seller Guaranties”); (iii) Priceline is executing and delivering to the Sellers the guaranty in the form of Exhibit D (the “Priceline Guaranty”); (iv) the Buyer will pay to each Seller the portion of the aggregate Initial Purchase Price specified in Exhibit A as payable to such Seller; (v) each Seller will execute and deliver to the Buyer an assignment of interests substantially in the form of Exhibit E; (vi) each party hereto will deliver an opinion of counsel, which counsel may be an employee of such party, on the matters set forth in Exhibit F; and (vii) the Buyer and each Seller will deliver a cross-receipt acknowledging payment in full of the Initial Purchase Price and delivery of the Sellers’ Company Interests.

The Closing; Deliveries. (a) Upon the terms and subject to the conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxx Raysman Xxxxxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, on the date of the Stock Purchase Agreement Closing, unless another date and/or place is agreed in writing by each of the parties hereto. (b) At the Closing, TWUS shall deliver or cause to be delivered to the Employee (unless previously delivered), the following: (i) a duly executed pledge and security agreement by and between TWUS and the Employee in the form attached hereto as Exhibit B; and (ii) cash in the form of immediately available funds in an amount equal to the Cash Bonus Amount plus the Loan Amount.

The Closing; Deliveries. (a) The closing of the Exchanges ----------------------- (the "Closing") shall take place at the offices of Fried, Frank, Harris, Xxxxxxx ------- & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 a.m. on the fifth business day following the satisfaction or waiver of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other place, time and/or date as shall be mutually agreed by the Company and the Purchasers (the date of the Closing, the "Closing Date"). ------------ (b) As promptly as practicable after the filing of the Certificates of Designation with the Secretary of State of the State of Delaware, the Company shall deliver to each Purchaser certificates representing the New Preferred Shares, each registered in the name of such Purchaser in the respective amounts set forth on the signature pages hereto or the reallocation notice referred to in Section 1.1, as applicable. Delivery of such certificates shall be made against receipt by the Company of the stock certificates representing the 1999 Preferred Shares.

The Closing; Deliveries. (a) The closing of the purchase by Buyer of the Shares (the "Closing") shall take place at the offices of Winthrop, Stimson, Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, xx August 15, 1998; such other location or date as the parties may mutually agree (the "Closing Date"). (b) At the Closing, (i) Buyer will deliver to each Seller, severally and not jointly, the aggregate Purchase Price for the shares set forth opposite such Seller's name on Schedule A hereto, by wire transfer of immediately available funds to the account specified by such Seller or such other method of payment as shall be mutually agreed upon by such Seller and Buyer, and Buyer will deliver to Sellers all documents required hereunder to be delivered by Buyer at the Closing, against (ii) delivery by such Seller to Buyer of certificates for the Shares being sold by such Seller hereunder, with all requisite documentary or stock transfer tax stamps affixed and with duly executed instruments of transfer attached, properly signed, authorizing Buyer or a nominee of Buyer, designated in writing to Sellers not later than two business days prior to the Closing Date, to be registered as the owner of such Shares, together with all other documents required hereunder to be delivered by Sellers at the Closing.

The Closing; Deliveries. (a) The closing of the purchase and sale of the Sale Shares hereunder (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx XXX, 00/X, Xxxxxxxxx Tower, The Landmark, 00 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx within three (3) Business Days following the date on which each of the conditions set forth in Article VI is satisfied or duly waived at the Closing or at such other place, time and/or date as shall be mutually agreed by the Seller and the Purchaser (the date of the Closing, the “Closing Date”). (a) At the Closing, the Purchaser shall pay, or cause to be paid by Melodious International Investments Group Limited or other third party(s) as designated by the (b) The Seller shall be responsible for and shall pay any sales, use, transfer, documentary or other similar taxes that relate to the purchase and sale of the Sale Shares hereunder.

The Closing; Deliveries. (a) The closing of the Redemption hereunder and any and all other transactions contemplated hereby and by the Operating Agreement in connection with the Redemption (the "Closing") shall take place at 5:00 p.m. (local time) on May 28, 2002 (the "Closing Date") at the office of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. (b) At the Closing, (i) Pharmacia shall deliver to the Company certificates, if any, representing the Interests or an assignment document conveying the Interests as provided herein and (ii) the Secretary of the Company (or such other employee of the Company as may be designated by the Secretary, an Assistant Secretary or a Managing Member of the Company) shall register the Redemption in the transfer records of the limited liability interests of the Company. The Redemption of the Interests shall be deemed effective as of the Election Date. (c) At the Closing, the Company, DITC, Pharmacia and New Monsanto shall each deliver a secretary's certificate customary for such transactions, which shall (i) certify that each individual signing on behalf of such Party is a duly elected officer of such Party and (ii) have attached thereto (A) a copy of such Party's certificate of incorporation or other appropriate organizational document certified by the secretary of state of the state of incorporation or organization of such Party, (B) a true, complete and correct copy of such Party's bylaws, if applicable, and (C) a true, complete and correct copy or copies of the resolutions of the board of directors or other governing body of such Party authorizing the transactions contemplated hereby, if applicable.