Payment; Closing. Designated Securities to be purchased by each Underwriter pursuant to the Underwriting Agreement relating thereto, in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor in the funds and in the manner specified in such Underwriting Agreement, all at the place and time and date specified in such Underwriting Agreement or at such other place and time and date as the Representative and the Company may agree upon in writing, such time and date being herein called the “Closing Time” for such Designated Securities. In the event that the Underwriters exercise their option to purchase the Optional Securities, each Underwriter shall be entitled to purchase the number of Optional Securities which bears the same ratio to the aggregate number of Optional Securities being purchased as the number of Firm Securities of the same type of securities as the Optional Securities set forth opposite the name of such Underwriter on Schedule I to the applicable Underwriting Agreement bears to the aggregate number of Firm Securities of such type of Securities being purchased by the several Underwriters pursuant to such Underwriting Agreement, subject to adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. The purchase price for such Optional Securities shall be equal to the purchase price of the Firm Securities of the same type. The Underwriters may exercise the option to purchase the Optional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Underwriting Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the date, time and place for the delivery and payment of the Optional Securities which may be the same date, time and place as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (the “Option Closing Date”). Any such notice shall be given at least two business days prior to the date, time and place of delivery specified therein. Concurrently with the deli...
Payment; Closing. Payment for the Property purchased as described herein shall be made at the closing of the purchase and sale of the Property described herein (the “Closing”) by wire transfer of immediately available funds, PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by Seller or Purchaser pursuant to this Agreement. At Closing, Seller will deliver to Purchaser possession of the Property, subject to the Permitted Exceptions (as hereinafter defined), and shall deliver all available keys, and alarm codes, if any, to the Property. The Closing will occur on the “Closing Date” under, and as defined in the APA; and this Agreement shall terminate automatically upon termination or expiration of the APA for any reason.
Payment; Closing. 2.1 The closing of the Transaction (the “Closing”) shall take place at 7:00 a.m., Pacific time, on a date (the “Closing Date”), to be specified by Buyer and Rockstar LP (as Sellers’ Agent), which shall be no later than three (3) Business Days after satisfaction or waiver of all of the conditions set forth in Sections 6.1, 6.2 and 6.3 of this Agreement (other than the conditions which can be satisfied only on the Closing Date), at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other time, date or place as agreed to in writing by the Parties. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed or the relevant Parties have agreed to waive such delivery or action. If the Closing does not occur, any delivery made or other action taken in expectation of the Closing shall be deemed not to have occurred and be without force or effect.
Payment; Closing. (a) Each Investor hereby agrees to pay its Investment Amount, by wire transfer of immediately available funds to an account designated by the Issuer, by 10:00 a.m., New York City time, (i) in the case of a Recapitalization, on the closing date of the Rights Offering, which is expected to be the third business day following the expiration of the Exchange Offer, so long as (x) all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (y) all conditions to the consummation of the Exchange Offer and the Rights Offering have been satisfied or waived in accordance with the terms thereof and (z) all conditions to the occurrence of the effective date of the Recapitalization in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the Recapitalization, but subject to the satisfaction or waiver of such conditions upon the effectiveness of the Recapitalization) or (ii) in the event of an In-Court Restructuring, on the effective date of the Plan so long as (x) all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (y) all conditions to the consummation of the Plan and the Rights Offering have been satisfied or waived in accordance with the terms thereof and (z) all conditions to the occurrence of the effective date of the In-Court Restructuring in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the In-Court Restructuring, but subject to the satisfaction or waiver of such conditions upon the effectiveness of the In-Court Restructuring) (the “Closing Date”).
Payment; Closing. (a) Each Investor hereby agrees to pay its Cash Elections Purchase Amount, by wire transfer of immediately available funds to an account designated by the Issuer, by 10:00 a.m., New York City time, on the settlement date of the Exchange Offers, which shall be the third Business Day following the expiration date thereof, so long as (i) all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (ii) all conditions to the consummation of the Exchange Offers have been satisfied or waived in accordance with the terms thereof and (iii) all conditions to the occurrence of the effective date of the Restructuring in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be satisfied by action taken upon the effectiveness of the Restructuring, but subject to the satisfaction or waiver of such conditions upon the effectiveness of the Restructuring) (the “Closing Date”).
Payment; Closing. On a Business Day not later than May 15, 2013 (the “Certification Date”), the Purchaser shall certify in writing to the Company the exchange rate used to convert one Euro into U.S. Dollars and the resulting Aggregate Purchase Price expressed in U.S. Dollars (which exchange rate, for the avoidance of doubt, shall be the then prevailing rate at the time of the exchange for commercial banking customers used by the bank or banks effecting such conversion for Purchaser), (the exchange rate so certified, the “Exchange Rate”). No later than the Business Day immediately following the Certification Date, (i) the Company shall deliver the certificate representing the Applicable Number of Shares, and (ii) the parties shall deliver fully executed copies of the Registration Rights Agreement to Xxxxx & XxXxxxxx LLP to be held in escrow as agent for the parties. On that Business Day, not later than May 22, 2013 (the “Closing Date”), upon which (and contingent on which) the Company receives the Aggregate Purchase Price (by wire transfer to an account designated in writing to the Purchaser by the Company on the date hereof), (x) the closing of the transaction contemplated by this Agreement shall be deemed to take place (the “Closing”) and (y) in consideration of the payment of such Aggregate Purchase Price, the Company shall be deemed to have irrevocably delivered to the Purchaser the Shares, the parties shall be deemed to have irrevocably delivered to each other the Registration Rights Agreement and the parties shall be deemed to have irrevocably authorized Xxxxx & XxXxxxxx LLP to deliver the certificate representing the Shares to the Purchaser and executed copies of the Registration Rights Agreement to each of the parties on behalf of each of them.
Payment; Closing. (a) Each Backstop Provider hereby agrees, severally, but not jointly, to pay the applicable Subscription Price in respect of its Subscription Purchase, Backstop Purchase and Supplemental Backstop Purchase by wire transfer of immediately available funds to an account designated by the Company (i) in the case of the Subscription Purchase and the Backstop Purchase, on the date on which all conditions to the occurrence of the Effective Date (other than the condition of receipt of payment from the Backstop Providers of the Subscription Price in respect of their Subscription Purchase and Backstop Purchase) have been satisfied or waived or on such other date as may be mutually agreed by the Company and the Backstop Providers or (ii) in the case of the Supplemental Backstop Purchase, the fifth Business Day after the Company’s delivery of the Supplemental Backstop Notice (as applicable, the “Payment Date”).
Payment; Closing. (a) Subject to Section 15.3(b), the Sale of Offered Units to Remaining Members will be effected pursuant to one or more written agreements between the Selling Member and the Remaining Members on the terms and conditions set forth in the Proposed Sale Notice (any such written agreement, a “ROFR Unit Purchase Agreement”) and that contains customary representations and warranties, including a representation and warranty by the Selling Member that the Offered Units are being Sold free and clear of all Liens (except those arising hereunder or under applicable federal or state laws); provided, however, that no Remaining Member will be required to make any representations or warranties in connection with the transaction other than customary representations and warranties solely with respect to such Remaining Member and its ownership of the Offered Units being Sold to such Remaining Member.
Payment; Closing. (a) Subject to Section 16.3(b), the Sale of the Offered Units and the Tag-Along Units to the Proposed Transferee will be effected pursuant to one or more written agreements between the Selling Member and the Tag-Along Members, on the one hand, and the Proposed Transferee, on the other hand, on the terms and conditions set forth in the Proposed Sale Notice (any such written agreement, a “Tag-Along Unit Purchase Agreement”), on the terms set forth in Section 15.4, and that contains customary representations and warranties, including a representation and warranty by each Tag-Along Member that such Tag-Along Member’s Tag-Along Units are being Sold free and clear of all Liens (except those arising hereunder or under applicable federal or state laws); provided, however, that no Tag-Along Member will be required to make any representations or warranties in connection with the transaction other than customary representations and warranties solely with respect to such Tag-Along Member and its ownership of and delivery of good title to its Tag-Along Units being Sold to the Proposed Transferee.
Payment; Closing. Price Legacy will pay to the Holders the Purchase Price as follows: (a) $7,380,056 of the Purchase Price will be applied to reduce the payments owing to Price Legacy under the Master Separation Agreement with respect to the Excel Centre Transaction and the Redhawk II Transaction and (b) $1,687,944 will be paid by Price Legacy to the Holders in one or more cash payments. The closing of the stock purchase transaction (the “Closing”) shall take place as soon as practicable following the satisfaction or waiver of all conditions set forth in Sections 4 and 5, or at such other time or place as the parties shall mutually agree. At the Closing, the Holders shall cause the Shares to be delivered to Mellon Investor Services, LLC, Price Legacy’s transfer agent, for cancellation and retirement, and Price Legacy shall pay the Purchase Price in accordance with this Section 1.2.
