At the Repurchase Closing Clause Samples
The "At the Repurchase Closing" clause defines the specific actions and obligations that must occur when a repurchase transaction is finalized. Typically, this clause outlines the exchange of documents, transfer of funds, and delivery of assets or securities between the parties involved at the closing date. For example, the seller may be required to deliver certain certificates or legal documents, while the buyer must provide payment as agreed. The core practical function of this clause is to ensure that all necessary steps are clearly delineated and completed at the time of closing, thereby facilitating a smooth and enforceable repurchase process.
At the Repurchase Closing. (i) The Shareholder shall deliver to the Company certificates representing the Repurchased Shares, duly endorsed and in form for transfer to the Company; and
(ii) The Company shall pay to the Shareholder, by wire transfer, to an account designated by the Shareholder no fewer than two business days prior to the Repurchase Closing, immediately available funds equivalent to the Repurchase Price multiplied by the number of Repurchased Shares.
At the Repurchase Closing. Student Advantage shall deliver to CollegeClub a stock certificate representing all of the Buyer Stock, duly endorsed or accompanied by duly executed instruments of transfer and assignment and CollegeClub shall deliver to the Buyer the Repurchase Price, together with such customary and reasonable representations, warranties and indemnities relating to the Buyer, the Buyer Stock and the Acquired Assets, but in no event shall such representations, warranties and indemnities be more favorable than those provided by the Seller in this Agreement.
At the Repurchase Closing. (a) Ultragenyx (or Seller, as applicable) shall pay the Repurchase Price to the Buyer Bank Account; and (b) effective automatically upon (and only upon) Buyer’s receipt in full and in cleared funds of the amounts in clause (a), Buyer shall assign, transfer and convey to Ultragenyx (or Seller. as applicable), free and clear of all Liens created by B▇▇▇▇, all of Buyer’s right, title and interest in and to the Purchased Interest by delivering to Ultragenyx (or Seller, as applicable) a duly executed assignment and bill of sale substantially in the form attached hereto as Exhibit G (the “Repurchase Assignment”). Buyer shall also deliver UCC‑3 termination statements with respect to any financing statements filed by or on behalf of B▇▇▇▇ solely against the Purchased Interest.