Closing and Delivery a) Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Shares (the “Closing”) shall be held simultaneous with the execution of this Agreement, or at such other time mutually agreed upon between the constituent Parties (the “Closing Date”). The Closing shall take place at the offices of counsel for the Company set forth in Section 6 hereof, or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent mutually acceptable to the Parties hereto.
Closing and Delivery. The purchase price for the Purchased Units is payable by check or wire transfer payable to the Company or its designee in an amount equal to the applicable purchase price per unit multiplied by the number of Units being purchased by such Subscriber.
Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole, One Boston Place, Boston, Massachusetts 02108 on txx xxxx spexxxxed xxx xxxx Xxxxxxx xx xxx xxxxxxx xxxxxx xx xlection to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC, at its election, shall pay cash, or a combination of cash and return of the shares of Omega Common Stock received by Dr. Schneekluth under Section 2.1(b)(ii) of the Affiliation Agreemexx, xxxx xxxxxs to be valued as provided for in Section 3 hereof, pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Schneekluth shall execute such documents as may be required by xxx XXX xx xxxxme the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.
Closing and Delivery. The closing of the Exchange (the “Closing”) shall occur simultaneously with the execution and entry into this Agreement and may take place by conference call and electronic transfer of signature pages and deliverables, in each case as and to the extent required by this Agreement. For all purposes of this Agreement, the Closing shall be deemed to be effective as of 3:59 p.m. ET on the date hereof.
Closing and Delivery. The closing of the delivery of, and transfer of title to, the Vessel by the Seller to the Buyer shall take place on the Delivery Date after payment is received by Seller and is confirmed to be received in accordance with Clause 3, at a place designated by OSG Ship Management, Inc. The Seller's obligation to sell the Vessel and the Buyer's obligation to purchase the Vessel shall be conditioned upon delivery of (i) a time charter agreement and related charter framework agreement as described in the prospectus related to the initial public offering of shares by DHT by each of the parties thereto and (ii) a final underwriting agreement related to the initial public offering of shares of DHT by each of Overseas Shipholding Group, Inc., DHT and the underwriters party thereto. The Seller shall keep the Buyer informed about the Vessel’s schedule. At such closing:
Closing and Delivery. 1 3.1 Closing................................................... 1 3.2 Delivery of the Common Stock and Receipt of Cancellation of Indebtedness at the Closing............................ 2 SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.. 2 4.1
Closing and Delivery a. The closing of the purchase and sale of Shares hereunder (the "Closing") shall take place on February 15, 2002, or on such other date as may be mutually agreeable to the parties hereto.
Closing and Delivery. At the Closing (as defined below), the Company shall issue and sell to Subscriber such number of Units as is set forth immediately below Subscriber’s name on the signature page hereto. Subscriber shall pay an amount equal to $25,000 times the number of Units to be purchased (the “Purchase Price”) for the Purchased Units payable by check or wire transfer to the Company or its designee to be held in escrow by the Company until Closing for release to the Company thereafter. Promptly after the Closing, the Company shall deliver to the Subscriber a duly executed certificate representing the Units, which the Subscriber is purchasing hereunder. The Closing of the subscription of Units hereunder (the “Closing”) shall occur immediately upon (i) the receipt and acceptance by the Company of a properly executed signature page of this Agreement by the Subscriber, and (ii) receipt of all funds for the subscription or Units hereunder by such Subscriber.
Closing and Delivery. 2 (i) Closing....................................................................... 2 3.2 Delivery of the Units at the Closing............................................................ 2 3.3 Subsequent Sales of Shares...................................................................... 2 SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY............................................... 2 4.1 Organization and Qualification.................................................................. 2 4.2 Due Execution, Delivery and Performance of the Agreements....................................... 2
Closing and Delivery. The purchase and sale of the Shares shall occur at a closing (the "Closing") to be held on or about August 15, 2010 or at any other time mutually agreed upon by the Company and the Purchasers. Upon the Closing, the Company will deliver to each Purchaser a certificate of matters registered in the shareholders' registry (kabunushimeibo kisaijiko shomeisho) setting forth the number of Shares purchased by such Purchaser hereunder, against payment of the Purchase Price therefor by wire transfer to an account of the Company (the "Unrestricted Account"). Any fees to be charged through such wire transfer, including without limitation any fees to be charged to the Purchasers or the Company by the receiving bank will be borne by the Purchasers and the Purchasers shall ensure that the full Purchase Price will be received at the account of the Company net of such fees. Of the amount paid by the Purchasers at the Closing, JPY 859,350,000 will be transferred to an operating account of the Company jointly controlled by the Company's management and Groupon BV's management (the "Joint Account"). On or prior to the end of each fiscal quarter of the Company, the Board (defined below) will determine the amount of funds necessary for the ongoing operation of the Company that will be transferred from the Joint Account to the Unrestricted Account, such determination to be made based on the business results of the current quarter and the budget and business plan for the following quarter. The initial approved budget and business plan of the Company is attached hereto as Exhibit C.
