Common use of Time, Place, and Manner of Closing Clause in Contracts

Time, Place, and Manner of Closing. Unless this Agreement has been terminated and this purchase has been abandoned pursuant to the provisions of Section 9, the closing ("Closing") will be held at the offices of Stein Perlman & Hawk, or sucx xxxex xxxxx as xxx parties may agree, on January 12, 1998, or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller shall deliver to the Purchaser the certificate(s) evidencing the Shares, duly endorsed for transfer, and the Purchaser shall deliver to the Seller the Note referred to in Section 1.3, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Katz David), Stock Purchase Agreement (Katz David)

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Time, Place, and Manner of Closing. Unless this Agreement has been terminated and this purchase has been abandoned pursuant to the provisions of Section 9, the closing ("Closing") will be held at the offices of Stein Perlman Steix Xxxlxxx & HawkXawk, or sucx xxxex xxxxx xx such other place as xxx the parties may agree, on January 12, 1998, or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller shall deliver to the Purchaser the certificate(s) evidencing the Shares, duly endorsed for transfer, and the Purchaser shall deliver to the Seller the Note referred to in Section 1.3, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Shares.

Appears in 2 contracts

Samples: Exhibit 2 Stock Purchase Agreement (Healthmed Inc), Stock Purchase Agreement (Healthmed Inc)

Time, Place, and Manner of Closing. Unless this Agreement has been terminated and this purchase transaction has been abandoned pursuant to the provisions of Section 97, the closing ("Closing") will be held at the offices of Stein Perlman Steix Xxxlxxx & HawkXawk, or sucx xxxex xxxxx xx such other place as xxx the parties may agree, on January 12the date that Seller shall exercise its right to purchase the Shares as hereinabove set forth, 1998, the date that Purchaser instructs Seller to exercise the purchase of all or some of the Derivative Shares as hereinabove set forth or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, certificates and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller Brokerage shall deliver to the Purchaser parties hereto notice of the certificate(s) evidencing purchase and sale of the Shares, duly endorsed for transfer, Derivative Shares sold and confirm the deposits into the Purchaser's Account and the Purchaser shall deliver to the Seller the Note referred to in Section 1.3, in a manner to be agreed upon by the partiesSeller's Account. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer and release the SharesPurchaser's Interest.

Appears in 1 contract

Samples: Purchase Rights Agreement (Healthmed Inc)

Time, Place, and Manner of Closing. Unless this Agreement has been terminated and this purchase has been abandoned pursuant to the provisions of Section 910, the closing ("Closing") Closing will be held on Friday, July 9, 2004, at the offices of Stein Perlman & HawkPurchaser, whose address is 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx XX 00000, or sucx xxxex xxxxx such other place as xxx the parties may agreeagree on July 9, on January 12, 1998, 2004 or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein, but in no event later than July 12, 2004. At the Closing Closing, the parties to this Agreement will exchange certificates, Notesnotes, guaranties, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller shall deliver to the Purchaser the certificate(s) evidencing the Sharesshares, duly endorsed for transfertransfer or with Stock Powers attached, and the Purchaser shall deliver to the Seller the Note referred to consideration set forth in Section 1.31.2, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Sharesshares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security Biometrics Inc)

Time, Place, and Manner of Closing. Unless this Agreement has been ---------------------------------- terminated and this purchase has been abandoned pursuant to the provisions of Section 92 or Section 10, the closing ("Closing") will be held at such time as ------- the parties may agree on the Closing Date at the offices of Stein Perlman & Hawkthe Corporation, 0000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000, or sucx xxxex xxxxx such other place as xxx the parties may agree, on January 12, 1998, or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, Guaranties, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller shall deliver to the Purchaser the certificate(s) evidencing the Shares, duly endorsed for transfer, and the Purchaser shall deliver to the Seller the Note Notes and Guaranties referred to in Section 1.3, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Shares.

Appears in 1 contract

Samples: Purchase Stock Agreement (Biolynx Com Inc)

Time, Place, and Manner of Closing. Unless this Agreement has been ---------------------------------- terminated and this purchase has been abandoned pursuant to the provisions of Section 92 or Section 10, the closing ("Closing") will be held at such time as ------- the parties may agree on the Closing Date at the offices of Stein Perlman & Hawkthe Corporation, 0000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000, or sucx xxxex xxxxx such other place as xxx the parties may agree, on January 12, 1998, or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller Purchaser shall deliver to the Purchaser Seller the certificate(s) evidencing the Shares, duly endorsed for transfer, and the Purchaser shall deliver to the Seller the Note cash referred to in Section 1.3, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Sharesemployees and customers to Purchaser.

Appears in 1 contract

Samples: Biolynx Com Inc

Time, Place, and Manner of Closing. Unless this Agreement has been ---------------------------------- terminated and this purchase has been abandoned pursuant to the provisions of Section 92 or Section 10, the closing ("Closing") will be held at the offices of Stein Perlman & Hawk------- the Corporation, 0000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000, or sucx xxxex xxxxx such other place as xxx the parties may agree, on January 12, 1998ten (10) days after notice is given to the Seller that the Purchaser desires to consummate this transaction, or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, Guaranties, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller shall deliver to the Purchaser the certificate(s) evidencing the Shares, duly endorsed for transfer, and the Purchaser shall deliver to the Seller the Note Notes and Guaranties referred to in Section 1.3, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Shares.

Appears in 1 contract

Samples: Purchase Stock Agreement (Biolynx Com Inc)

Time, Place, and Manner of Closing. Unless this Agreement has been terminated and this purchase has been abandoned pursuant to the provisions of Section 910, the closing ("Closing") Closing will be held in _________________________, at the offices of Stein Perlman & Hawk___________, whose address is _____________________________, or sucx xxxex xxxxx such other place as xxx the parties may agreeagree on _________, on January 12, 1998, 1997 or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein, but in no event later than ____________, 199_. At the Closing Closing, the parties to this Agreement will exchange certificates, Notesnotes, guaranties, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller shall deliver to the Purchaser the certificate(s) evidencing the Sharesshares, duly endorsed for transfertransfer or with Stock Powers attached, and the Purchaser shall deliver to the Seller the Note referred to consideration set forth in Section 1.31.2, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Sharesshares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nostrad Telecommunications Inc)

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Time, Place, and Manner of Closing. Unless this Agreement has been terminated and this purchase the Purchase has been abandoned pursuant to the provisions of Section 9this Agreement, the closing (the "Closing") will be held at the offices of Stein Perlman Greene & HawkMarkley, or sucx xxxex xxxxx P.C. in Porxxxxx, Orxxxx, xr such other place as xxx the parties may agree, on January 12February 18, 19981999, or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, certificates and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase the Purchase have been satisfied or waived, the Seller shall deliver to Buyer the Purchaser the certificate(s) certificates evidencing the Shares, duly endorsed for transfer, and the Purchaser shall deliver to the Seller the Note referred to in Section 1.3Shares or a memorandum thereof, in a manner to be agreed upon by the parties. After From time to time after the Closing, the Seller, at the Purchaser's cost, Seller will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser Buyer may reasonably request to more effectively transfer the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Praegitzer Industries Inc)

Time, Place, and Manner of Closing. Unless this Agreement has been terminated and this purchase transaction has been abandoned pursuant to the provisions of Section 97, the closing ("Closing") will be held at the offices of Stein Perlman & Hawk, or sucx xxxex such xxxxr xxxxx as xxx parties may agree, on January 12the date that Seller shall exercise its right to purchase the Shares as hereinabove set forth, 1998, the date that Purchaser instructs Seller to exercise the purchase of all or some of the Derivative Shares as hereinabove set forth or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, certificates and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller Brokerage shall deliver to the Purchaser parties hereto notice of the certificate(s) evidencing purchase and sale of the Shares, duly endorsed for transfer, Derivative Shares sold and confirm the deposits into the Purchaser's Account and the Purchaser shall deliver to the Seller the Note referred to in Section 1.3, in a manner to be agreed upon by the partiesSeller's Account. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer and release the SharesPurchaser's Interest.

Appears in 1 contract

Samples: Purchase Rights Agreement (Katz David)

Time, Place, and Manner of Closing. Unless this Agreement has been terminated and this purchase has been abandoned pursuant to the provisions of Section 92 or Section 10, the closing ("Closing") will be held at such time as the parties may agree on the Closing Date at the offices of Stein Perlman & Hawkthe Corporation, 0000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000, or sucx xxxex xxxxx such other place as xxx the parties may agree, on January 12, 1998, or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, Guaranties, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller shall deliver to the Purchaser the certificate(s) evidencing the Shares, duly endorsed for transfer, and the Purchaser shall deliver to Seller certificate(s) evidencing the Seller the Note Preferred Stock referred to in Section 1.3, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Shares.

Appears in 1 contract

Samples: Option to Purchase Stock Agreement (Biolynx Com Inc)

Time, Place, and Manner of Closing. Unless this Agreement has been ---------------------------------- terminated and this purchase has been abandoned pursuant to the provisions of Section 92 or Section 10, the closing ("Closing") will be held at the offices of Stein Perlman & Hawk------- the Corporation, 0000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000, or sucx xxxex xxxxx such other place as xxx the parties may agree, on effective January 121, 19982000 but within ten (10) days after notice is given to the Seller that the Purchaser desires to consummate this transaction, or as soon as practicable after the satisfaction of the various conditions precedent to the Closing set forth herein. At the Closing the parties to this Agreement will exchange certificates, Notes, and other instruments and documents in order to determine whether the terms and conditions of this Agreement have been satisfied. Upon the determination of each party that its conditions to consummate this purchase have been satisfied or waived, the Seller Purchaser shall deliver to the Purchaser Seller the certificate(s) evidencing the Shares, duly endorsed for transfer, and the Purchaser shall deliver to the Seller the Note cash referred to in Section 1.3, in a manner to be agreed upon by the parties. After the Closing, the Seller, at the Purchaser's cost, will execute, deliver, and acknowledge all such further instruments of transfer and conveyance and will perform all such other acts as the Purchaser may reasonably request to effectively transfer the Sharesemployees and customers to Purchaser.

Appears in 1 contract

Samples: Biolynx Com Inc

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