Closing Delivery and Payment. 2 3.1 Closing.........................................................................................2 3.2 Delivery........................................................................................2
Closing Delivery and Payment. (A) The closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) shall take place at 10:00 a.m. on the date (the “Closing Date”) that is the first (1st) Business Day of the calendar month after the Purchase Price Per Share has been determined in accordance with Section 2.2, the Parties have secured all necessary regulatory approvals for the consummation of the transactions contemplated hereby (as contemplated by Section 10.1) and all other conditions to Closing have been satisfied or waived in writing (other than those conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or written waiver of such conditions), at the offices of the Company, or at such other time or place as the Company and Progressive may mutually agree.
(B) At the Closing, subject to the terms and conditions hereof, each of the Selling Shareholders will deliver to Progressive certificates for all of the Shares to be sold by such Selling Shareholder as set forth on Exhibit A, with all required transfer tax stamps attached, accompanied by irrevocable stock powers for the Shares, duly endorsed to Progressive or in blank, and signed by or on behalf of the appropriate Selling Shareholder, which, in the aggregate, will represent all of the Shares to be purchased by Progressive at the Closing. Following receipt of such share certificates by Progressive, Progressive will deliver them to the Company for cancellation, and the Company will cancel such share certificates and will deliver to Progressive a new share certificate representing the total number of Shares acquired by Progressive pursuant to this Agreement. Contemporaneously therewith, subject to the terms and conditions hereof, Progressive shall deliver the aggregate Purchase Price Per Share payable to each of the Selling Shareholders for the Shares sold by such Selling Shareholders to Progressive hereunder (which are as set forth on Exhibit A) by wire transfer of immediately available funds to such account or accounts as the Selling Shareholders shall designate not less than five (5) Business Days prior to the Closing Date.
(C) In addition, at Closing:
(i) The Company shall deliver to Progressive (a) good standing certificates, dated as of a date not more than five (5) days prior to the Closing Date, for the Company and each of its Subsidiaries, issued by the Office of the Secretary of State for the state(s) of incorporation of the respective companies, and (b) ...
Closing Delivery and Payment. 1 2.1 Closing.......................................................................1 2.2 Delivery......................................................................2 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.............................2 3.1 Organization, Good Standing and Qualification.................................2 3.2 Subsidiaries..................................................................2
Closing Delivery and Payment. (a) Subject to the terms of Section 5 hereof, the closing of the sale and purchase of the Shares under this Agreement (the “Private Closing”) shall take place substantially simultaneously with the Closing pursuant to the Underwriting Agreement (the date of such closing shall be referred to herein as the “Closing Date”).
(b) At the Private Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchaser a certificate representing the Shares against payment by or on behalf of the Purchaser of the aggregate Purchase Price for the Shares by wire transfer to an account designated by the Company, or by such other means as shall be mutually agreeable to Purchaser and the Company. The Closing shall take place at the offices of the Company or by mail or email facilities or such other place or means as the Company and the Purchaser may agree.
Closing Delivery and Payment. (a) The Closing shall take place at the offices of Xxxxxxxxxx & Xxxxx, P.A. in Minneapolis, Minnesota at 10:00 A.M., Central time, as of the date first set forth above, or at such other time and place as the parties shall mutually agree. The date on which the Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date.
(b) At the Closing, Parent shall, and, as applicable, shall cause the Asset Selling Corporations to, deliver to Purchaser:
(i) a xxxx of sale for the Conveyed Assets that are tangible personal property, in the form attached hereto as Exhibit A (the “Xxxx of Sale”), executed by the Asset Selling Corporations;
(ii) an assignment agreement for the Conveyed Assets that are intangible personal property, in the form attached hereto as Exhibit B, which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), executed by the Asset Selling Corporations;
(iii) assignments of Purchased IP Rights, each executed by the applicable Asset Selling Corporations in a form provided by Purchaser prior to Closing;
(iv) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) of each Asset Selling Corporation authorizing and approving the transactions contemplated herein; and
(v) copies of releases pursuant to UCC-3’s, as applicable, or otherwise, of all Liens held by CIT Healthcare LLC, as Collateral Agent, with respect to the Conveyed Assets.
(c) At the Closing, Purchaser shall deliver to the Parent (for itself and as agent for the benefit of the Asset Selling Corporations):
(i) the Purchase Price and the Royalty Payment by wire transfer in immediately available funds to one or more accounts specified in writing by Parent on or prior to the Closing Date;
(ii) the Assignment and Assumption Agreement, executed by Purchaser; and
(iii) copies of the resolutions of the board of directors or committee thereof of Purchaser authorizing and approving the transactions contemplated herein.
Closing Delivery and Payment. Subject to the terms of Section 5, the closing of the sale and purchase of the Shares under this Agreement (the "Closing") shall take place concurrently with, but not before, the closing of the IPO at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000. The date of the Closing is referred to as the "Closing Date." At the Closing, subject to the terms and conditions hereof, the Company will deliver to Purchaser a certificate representing the number of Shares to be purchased at the Closing against payment by or on behalf of Purchaser of the purchase price therefor by cash, wire transfer, or by such other means as shall be mutually agreeable to Purchaser and the Company.
Closing Delivery and Payment. (a) The consummation of the transactions described in Section 2.1 (the “Closing”) shall take place at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., local time, two Business Days after the day upon which all the conditions set forth in Article VII hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that the occurrence of the Closing is subject to the satisfaction or waiver of those conditions), or at such other time and place as Buyer and Sellers’ Agent acting on behalf of Sellers may agree in writing. The date on which the Closing occurs is called the “Closing Date” and the Closing shall be deemed to have occurred at 11:59 p.m. on the Closing Date.
(b) The Parties agree that the several payments of immediately available United States Dollar funds contemplated by Section 2.1 (other than Section 2.1(v)) shall, after taking into account the offsetting of payments to be received and made by each of the individual Parties and other Persons, be effected by the making of the wire transfers set forth in Annex 2.2(b) on the Closing Date to the accounts specified by the respective payees in such Annex at least three (3) Business Days prior to the Closing Date. The making of the payments by any Party of all of the payments required of such Party pursuant to Annex 2.2(b) shall constitute fulfillment of such Party’s obligation to make (or to cause to be made) the payments of immediately available United States Dollar funds required of such Party under Section 2.1(other than Section 2.1(v)). Each of the Parties hereto appoints the Paying Agent as its agent with respect to the making of the wire transfers described in Annex 2.2(b). Each of the Parties agree that some or all of the Parties may enter into a separate paying agency, funds flow or other agreement with the Paying Agent (and, as the case may be, the lenders under the Acquisition Financing Agreement) with respect to the actions of the Paying Agent on the Closing Date.
Closing Delivery and Payment. The closing of the sale and purchase of the Shares under this Agreement (the "Closing") shall take place at 10:00 a.m. on November 23, 1999, ------- at the offices of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, or at such other time or place as the Company and the Purchasers may mutually agree (such date is hereinafter referred to as the "Closing Date"). At the Closing, subject to the terms and conditions hereof, the ------------ Company will deliver to the Purchasers certificates representing the number of Shares to be purchased at the Closing by each Purchaser, against payment of the purchase price therefor by certified check or wire transfer of immediately available funds.
Closing Delivery and Payment. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) will take place on the Effective Date, or at such other time as the parties may otherwise agree. The payment of the Purchase Price shall be made by Purchaser no later than 4:00 PM on the Effective Date by check or wire transfer of immediately available funds to such account as may be designated by the Company. Upon receipt of the Purchase Price, Seller will issue a certificate evidencing the Shares to the Purchaser. At Closing, the Company will cause to be executed and delivered to the Purchaser a fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of this Agreement.
Closing Delivery and Payment. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) will take place simultaneously with the execution of this Agreement or at such other time as the parties may otherwise agree. At the Closing, the Purchaser will pay the entire Purchase Price for all of the Shares by wire transfer of immediately available funds to such account as may be designated by the Company. Notwithstanding the foregoing, the Company will not issue or otherwise put in the Purchaser’s name any Shares until the satisfaction of each of the following conditions (the “Share Delivery Conditions”): (a) no Shares shall be delivered prior to the date that is six (6) months from the date hereof; (b) the Purchaser shall have delivered to the Company written notice specifying the number of Shares to be delivered (a “Share Delivery Notice”); and (c) such delivery of Shares will not result in the Purchaser owning Common Stock in excess of the Maximum Percentage (as defined below). Upon satisfaction of the Share Delivery Conditions, the Company will deliver the number of Shares specified in the applicable Share Delivery Notice within three (3) days of the Purchaser’s delivery of the applicable Share Delivery Notice. Upon execution of this Agreement, the Company will cause to be executed and delivered to the Purchaser a fully executed secretary’s certificate substantially in the form attached hereto as Exhibit A evidencing the Company’s approval of this Agreement.
