Common use of Time and Manner of Closing Clause in Contracts

Time and Manner of Closing. Each of the Stockholders participating in any Proposed Sale shall take such actions and execute such documents and instruments as shall be reasonably necessary in order to consummate the Proposed Sale expeditiously on the same terms as the Selling Stockholder. If at the end of 90 days following the date on which the Co-Sale Notice was given the Selling Stockholder has not completed the Proposed Sale in accordance with the terms hereof, the Stockholders shall be released from their obligations hereunder. All costs and expenses incurred by the Selling Stockholder in connection with any sale, including without limitation all attorneys' fees and disbursements and any finders' or brokerage fees or commissions, shall be allocated pro rata among the Selling Stockholder and the Stockholders according to the number of shares sold by each. The portion of such costs and expenses allocable to each Stockholder shall be remitted to the Selling Stockholder promptly after notice thereof demonstrating reasonable supporting calculations. At the closing of any sale under this Section 3.3, each Stockholder shall deliver certificates representing the Shares to be sold by it pursuant to this Section 3, duly endorsed for transfer and (if requested in writing by the Proposed Buyer) with signature guaranteed, and with any stock transfer tax stamps affixed, against delivery of the applicable purchase price. As a condition to the Transfer of Shares pursuant to this Section 3.3, the Proposed Buyer shall execute a joinder to this Agreement and any shares sold to the Proposed Buyer in accordance with this Section 3.3 shall continue to be subject to this Agreement.

Appears in 1 contract

Samples: Stockholders Agreement (Digital Commerce Corp)

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Time and Manner of Closing. Each of the Stockholders Investors participating in any Proposed Sale shall take such actions and execute such documents and instruments as shall be reasonably necessary in order to consummate the Proposed Sale expeditiously on the same terms as the Selling Stockholder. If at the end of 90 sixty (60) days following the date on which the Co-Co- Sale Notice was given given, the Selling Stockholder has not completed the Proposed Sale in accordance with the terms hereof, the Stockholders Investors shall be released from their obligations hereunder. All costs and expenses incurred by the Selling Stockholder in connection with any sale, including without limitation all attorneys' fees and disbursements and or any finders' finders or brokerage fees or commissions, shall be allocated pro rata among the Selling Stockholder and 566608.8/08-18-98/11:54AM the Stockholders Investors according to the number of shares sold by each. The portion of such costs and expenses allocable to each Stockholder Investor shall be remitted to the Selling Stockholder promptly after notice thereof demonstrating reasonable supporting calculations. At the closing of any sale under this Section 3.3, each Stockholder Investor shall deliver certificates representing the Co-Sale Shares to be sold by it pursuant to this Section 3it, duly endorsed for transfer and (if requested in writing by the Proposed Buyer) with signature guaranteed, and with any stock transfer tax stamps affixed, against delivery of the applicable purchase price. As a condition to the Transfer of Shares pursuant to this Section 3.3, the Proposed Buyer shall execute a joinder to this Agreement and any Any shares sold to the Proposed Buyer in accordance with this Section 3.3 shall continue to no longer be subject to this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Medical Industries of America Inc)

Time and Manner of Closing. Each of the Stockholders Investors participating in any Proposed Sale shall take such actions and execute such documents and instruments as shall be reasonably necessary in order to consummate the Proposed Sale expeditiously on the same terms as the Selling Stockholder. If at the end of 90 180 days following the date on which the CoTag-Sale Along Notice was given the Selling Stockholder has not completed the Proposed Sale in accordance with the terms hereof, the Stockholders Investors shall be released from their obligations hereunder. All costs and expenses incurred by the Selling Stockholder in connection with any sale, including without limitation all attorneys' fees and disbursements and any finders' or brokerage fees or commissions, shall be allocated pro rata among the Selling Stockholder and the Stockholders Investors according to the number of shares sold by each. The portion of such costs and expenses allocable to each Stockholder Investor shall be remitted to the Selling Stockholder promptly after at the Closing on notice thereof demonstrating reasonable supporting calculations. At the closing of any sale under this Section 3.3, each Stockholder Investor shall deliver certificates representing the Tag-Along Shares to be sold by it pursuant to this Section 3it, duly endorsed for transfer and (if requested in writing by the Proposed Buyer) with signature guaranteed, free and clear of all liens and encumbrances, and with any stock transfer tax stamps affixed, against delivery of the applicable purchase price. As a condition to the Transfer of Shares pursuant to this Section 3.3, the Proposed Buyer shall execute a joinder to this Agreement and any Any shares sold to the Proposed Buyer in accordance with this Section 3.3 shall continue to no longer be subject to this Agreement.

Appears in 1 contract

Samples: Restriction and Voting Agreement (O Ray Holdings Inc)

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Time and Manner of Closing. Each of the Stockholders Investors participating in any Proposed Sale shall take such actions and execute such documents and instruments as shall be reasonably necessary in order to consummate the Proposed Sale expeditiously on the same terms as the Selling Stockholder. If at the end of 90 60 days following the date on which the Co-Sale Notice was given the Selling Stockholder has not completed the Proposed Sale in accordance with the terms hereof, the Stockholders Investors shall be released from their obligations hereunder. All costs and expenses incurred by the Selling Stockholder in connection with any sale, including without limitation all attorneys' fees and disbursements and any finders' finders or brokerage fees or commissions, shall be allocated pro rata among the Selling Stockholder and the Stockholders Investors according to the number of shares sold by each. The portion of such costs and expenses allocable to each Stockholder Investor shall be remitted to the Selling Stockholder promptly after notice thereof demonstrating reasonable supporting calculations. At the closing of any sale under this Section 3.3, each Stockholder Investor shall deliver certificates representing the Co-Sale Shares to be sold by it pursuant to this Section 3it, duly endorsed for transfer and (if requested in writing by the Proposed Buyer) with signature guaranteed, and with any stock transfer tax stamps affixed, against delivery of the applicable purchase price. As a condition to the Transfer of Shares pursuant to this Section 3.3, the Proposed Buyer shall execute a joinder to this Agreement and any Any shares sold to the Proposed Buyer in accordance with this Section 3.3 shall continue to no longer be subject to this Agreement.

Appears in 1 contract

Samples: Stockholders' Agreement (Physician Health Corp)

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