Closing Procedures. On the basis of the representations, warranties and agreements, but subject to the terms and conditions set forth in this Agreement, payment of the purchase price for, and delivery of, the Debentures sold as contemplated hereunder shall be made as follows: (a) You shall promptly confirm to the Company the principal amount of the Debentures which have been sold. The first closing shall be held as soon as practicable after the sale of the Minimum amount of Debentures. Thereafter, monthly closings will be held on such date on or after the first day of each month following the month of the first closing and no later than the 15th day of each month as agreed upon by the Underwriter and the Company, commencing the month after the month in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., at 10:00 a.m., on the date of such closing. (b) The certificates for the Debentures to be delivered at each Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriter may request and will be made available for checking and packaging at the Underwriter's offices or at such other place as designated by you at 10:00 a.m., Minneapolis time, on the second full business day prior to each Closing Date. (c) On each Closing Date, you shall remit to the Company the purchase price for the Debentures, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed to the Company and which have been sold in accordance with the terms and provisions of this Agreement. Such purchase price may be remitted to the Company net of the commissions referred to in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to the Trustee with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraph. (d) If any subscription for Debentures is to be rejected by the Company, the Company shall advise the Underwriter of such rejection no later than one full business day prior to the next Closing Date and, at each Closing Date, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted and the Company shall deliver certificates for the Debentures issuable to such subscriber at such Closing Date. (e) Debentures shall be deemed to have been sold on the date payment in good funds is received by you for such Debentures. Funds received from investors in payment for Debentures shall be transmitted by you to a separate bank account no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture will be dated as of October ___, 1997. As provided in the Indenture, interest will accrue on each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" (as defined in the Indenture). In the event you hold Debentures in your name on the record date for the payment of such interest (resulting from the purchase of Debentures for your own account or otherwise), which Debentures have not been resold, you shall be entitled to receive such interest, subject to your right to direct the Trustee to pay over such interest, in whole or in part, to a subsequent purchaser.
Appears in 1 contract
Closing Procedures. On 5.1 From and after the basis Effective Time: (a) certificates representing BioCan Shares shall represent only the right to receive the consideration to which the holder of such BioCan Share is entitled under the Arrangement; (b) and certificates representing Epimeron Shares shall represent only the right to receive the consideration to which the holder of such Epimeron Share is entitled under the Arrangement.
5.2 Makena shall cause the Depositary to, as soon as practicable following the later of the representationsEffective Date and the date of deposit by a former holder of BioCan Shares and Epimeron Shares of a duly completed Letter of Transmittal, warranties and agreementsthe certificates representing such BioCan Shares or Epimeron Shares, but subject to the terms and conditions set forth in this Agreement, payment of the purchase price foras applicable, and delivery ofsuch other documents and instruments as the Depositary may reasonably require, the Debentures sold as contemplated hereunder shall be made as followseither:
(a) You shall promptly confirm forward or cause to the Company the principal amount of the Debentures which have been sold. The be forwarded by first closing shall be held as soon as practicable after the sale of the Minimum amount of Debentures. Thereafter, monthly closings will be held on class mail (postage prepaid) to such date on or after the first day of each month following the month of the first closing and no later than the 15th day of each month as agreed upon by the Underwriter and the Company, commencing the month after the month in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place former holder at the offices address specified in the Letter of ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., at 10:00 a.m., on the date of such closing.Transmittal; or
(b) The certificates for if requested by such holder in the Debentures Letter of Transmittal, make available or cause to be delivered at each Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriter may request and will be made available for checking and packaging at the Underwriter's offices Depositary for pickup by such holder, the certificates for Makena Shares which such holder has the right to receive pursuant to the Arrangement, net of any applicable withholding taxes.
5.3 Makena’s transfer agent shall register Makena Shares in the name of each former BioCan Shareholder and Epimeron Shareholder entitled thereto or at as otherwise instructed in the Letter of Transmittal deposited by such other place former BioCan Shareholder or Epimeron Shareholder, as designated by you at 10:00 a.m.applicable, Minneapolis time, on and shall deliver such shares in accordance with Section 5.2 and the second full business day terms and conditions of the Letter of Transmittal.
5.4 If any certificate which immediately prior to each Closing Date.
(c) On each Closing Datethe Effective Time represented an interest in outstanding BioCan Shares or Epimeron Shares has been lost, you stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, the Depositary shall remit deliver in exchange for such lost stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Company the purchase price for the Debentures, less amounts Arrangement (and any dividends or distributions with respect thereto) as determined in accordance with paragraph 3(d) hereofthe Arrangement. The person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to each of the Depositary and Makena, which you have confirmed bond is in form and substance satisfactory to each of the Company Depositary and which have been sold in accordance with Makena or shall otherwise indemnify the terms Depositary and provisions of this Agreement. Such purchase price Makena against any claim that may be remitted to the Company net made against any of the commissions referred to in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to the Trustee them with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraph.
(d) If any subscription for Debentures is to be rejected by the Company, the Company shall advise the Underwriter of such rejection no later than one full business day prior to the next Closing Date and, at each Closing Date, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted and the Company shall deliver certificates for the Debentures issuable to such subscriber at such Closing Date.
(e) Debentures shall be deemed certificate alleged to have been sold on the date payment in good funds is received by you for such Debentures. Funds received from investors in payment for Debentures shall be transmitted by you to a separate bank account lost, stolen or destroyed.
5.5 Notwithstanding anything herein contained, no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture fractional Makena Shares will be dated as of October ___, 1997. As provided in the Indenture, interest will accrue on each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" (as defined in the Indenture)issued. In the event you hold Debentures in your name on the record date for the payment of such interest (resulting from the purchase of Debentures for your own account or otherwise), which Debentures have not been resold, you shall that a holder would otherwise be entitled to receive a fractional Makena Share hereunder, the number of Makena Shares issued to such interestholder shall be rounded up to the next greater whole number of Makena Shares if the fractional entitlement is equal to or greater than 0.5 and shall, subject without any additional compensation, be rounded down to your right to direct the Trustee to pay over such interest, in next lesser whole or in part, to a subsequent purchaser.number of Makena Shares if the fractional entitlement is less than
Appears in 1 contract
Sources: Arrangement Agreement
Closing Procedures. On the basis of the representations, warranties and agreements, but subject to the terms and conditions set forth in this Agreement, payment of the purchase price for, and delivery of, the Debentures sold as contemplated hereunder shall be made as follows:
(a) You Each Noteholder shall promptly confirm deliver to the Company Borrower and the principal amount SPAC any information that is reasonably requested in the De-SPAC Completion Exchange Closing Notice that is required in order to enable the SPAC to issue the Acquired Shares, including, without limitation, (i) a certification that such Noteholder is an “accredited investor” (within the meaning of Rule 501 of Regulation D under the Securities Act) and an “Institutional Account” (within the meaning of FINRA Rule 4512(c)), substantially in the form of Exhibit A hereto, (ii) the legal name of the Debentures which have been sold. The first closing shall Person (or nominee) in whose name such Acquired Shares are to be held as soon as practicable after the sale of the Minimum amount of Debentures. Thereafter, monthly closings will be held on such date on issued and (iii) a duly completed and executed IRS Form W-9 or after the first day of each month following the month of the first closing and no later than the 15th day of each month as agreed upon by the Underwriter and the Company, commencing the month after the month in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., at 10:00 a.m., on the date of such closing.appropriate Form W-8; and
(b) The certificates SPAC shall deliver to each Noteholder (i) at or as promptly as practicable after the De-SPAC Completion Exchange Closing, the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws), in the name of such Noteholder (or its nominee in accordance with its delivery instructions) or to a custodian designated by such Noteholder, as applicable, and (ii) as promptly as practicable after the De-SPAC Completion Exchange Closing, a copy of the records of, or correspondence from, the SPAC’s transfer agent reflecting such Noteholder as the owner of the Acquired Shares on and as of the date of the De-SPAC Completion Exchange Closing. Each book entry for the Debentures to be delivered at each Closing Date will be Acquired Shares shall contain a legend in definitive substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, in such denominations and registered in such names as the Underwriter may request and will be made available for checking and packaging at the Underwriter's offices or at such other place as designated by you at 10:00 a.m.AS AMENDED (THE “SECURITIES ACT”), Minneapolis timeAND, on the second full business day prior to each Closing DateACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
(c) On Prior to or upon the De-SPAC Completion Exchange Closing, each Closing DateNoteholder shall execute and deliver such additional documents and take such additional actions as the Borrower or the SPAC reasonably may deem to be practical and necessary in order to consummate the De-SPAC Completion Exchange as contemplated by this Note, you shall remit to including the Company the purchase price for the Debentures, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed to the Company filing of any notices under U.S. federal and which have been sold in accordance with the terms and provisions of this Agreement. Such purchase price may be remitted to the Company net of the commissions referred to in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to the Trustee with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraphstate securities laws.
(d) If any subscription for Debentures is At the De-SPAC Closing, and as a condition to be rejected by the CompanyDe-SPAC Completion Exchange, the Company shall advise the Underwriter of such rejection no later than one full business day prior to the next Closing Date and, at each Closing DateSPAC, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted Noteholder and the Company shall deliver certificates for other parties thereto will enter into the Debentures issuable to such subscriber at such Closing DateRegistration Rights Agreement substantially in the form attached hereto as Exhibit B hereto.
(e) Debentures shall be deemed The SPAC hereby agrees to have been sold use its best efforts to maintain the listing or quotation of the Common Stock on the date payment in good funds is received by you for such Debentures. Funds received from investors in payment for Debentures shall be transmitted by you to a separate bank account no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture will be dated as of October ___, 1997. As provided in the Indenture, interest will accrue on each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" NYSE (as defined in below) (or Nasdaq) until the Indenture)De-SPAC Closing and, prior to the De-SPAC Closing, the SPAC shall apply to list or quote the Common Stock and all of the Acquired Shares on Nasdaq or the NYSE, as determined by the SPAC, and promptly secure the listing of the Common Stock (including the Acquired Shares) on Nasdaq or the NYSE, as applicable. In The SPAC agrees to maintain the event you hold Debentures in your name on eligibility of the record date Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including by timely payment of fees to the Depository Trust Company or such interest other established clearing corporation in connection with such electronic transfer.
(resulting from f) Prior to the purchase earlier of Debentures for your own account the De-SPAC Termination Event or otherwisethe De-SPAC Completion Exchange Closing, each of the SPAC and the Borrower agree that it shall not enter into any subscription or other agreement with respect to the issuance and sale of Common Stock or any other equity or equity equivalent that includes terms that are materially more favorable to the parties to such subscription or other agreements than the terms of this Note, except to the extent required to comply with such party’s policies and procedures or rules and regulations applicable to such party.
(g) Unless and until the De-SPAC Termination Event shall have occurred, this Note shall remain automatically exchangeable in accordance with this Section 2 concurrently with the consummation of the De-SPAC Transactions.
(h) The parties hereto agree and acknowledge that the Noteholders shall have no rights in or with respect to any class of the SPAC’s, Borrower’s or any of their respective Affiliates’ Equity Interests unless and until SPAC delivers to the Noteholders the Acquired Shares pursuant to Section 2.2(b).
(i) Each party’s obligations under this Section 2.2 shall survive the termination of this Note and the repayment, which Debentures have not been resold, you shall be entitled to receive such interest, subject to your right to direct the Trustee to pay over such interest, satisfaction or discharge of all obligations under this Note in whole or in part, to connection with a subsequent purchaserDe-SPAC Completion Exchange.
Appears in 1 contract
Sources: Senior Subordinated Convertible Note (EG Acquisition Corp.)
Closing Procedures. On the basis The closing of the representations, warranties and agreements, but subject to the terms and conditions set forth in this Agreement, payment of the purchase price for, and delivery of, the Debentures sold as contemplated hereunder sale shall be made as follows:
(a) You shall promptly confirm to the Company the principal amount of the Debentures which have been sold. The first closing shall be held as soon as practicable after the sale of the Minimum amount of Debentures. Thereafter, monthly closings will be held on such date on or after the first day of each month following the month of the first closing and no later than the 15th day of each month as agreed upon by the Underwriter and the Company, commencing the month after the month in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of ▇▇▇▇▇▇▇▇the Escrow Agent , on or before thirty (30) days after the expiration of the Contingency Period. Neither Seller nor Buyer need be physically present at such Closing. Any reference in this Agreement to "a closing", the "closing", or the "day of closing" shall mean the closing of the purchase and sale contemplated by this Agreement. The following shall occur on or before the Closing Date:
(a) Seller shall deliver or cause to be delivered to Buyer, through escrow or directly to Buyer, the following documents duly executed and acknowledged, where appropriate:
(i) Special Warranty Deed conveying good and marketable fee simple title to the Premises to Buyer subject only to the Permitted Exceptions;
(ii) ▇▇▇▇ & ▇▇▇▇▇of Sale conveying good, P.A.unencumbered title to any personal property to Buyer;
(iii) A certificate of non-foreign status pursuant to section 1445 of the Internal Revenue Code;
(iv) If required by Buyer's title insurer, at 10:00 a.m.an affidavit of title in form reasonably acceptable to Buyer's title insurer;
(v) The original of all Tenant leases currently in effect for the Premises or any portion thereof;
(vi) A current listing of any Tenant security deposits and prepaid rents and an assignment of such deposits and prepaid rents to Purchaser;
(vii) A rent roll certificate by Seller dated as of the last day of the last full month immediately preceding the closing date, which rent roll shall show the name, space, monthly rental, prepaid rent and security deposit, if any, paid by each Tenant, and the status of any default(s) or non-payment of rent by any Tenant(s);
(viii) A copy of Seller's letter to Tenant notifying it of the sale of the Premises and directing that all future rents be paid to Buyer;
(ix) An assignment of all (i) Tenant leases, (ii) any monies and sums deposited with and/or held by Seller as Tenant deposits, including, without limitation, all security and cleaning deposits required to be held by Seller under the terms of any Tenant lease, (iii) any service contracts which Buyer elects to assume, (iv) manufacturers' and vendors' warranties, and (v) transferable warranties and guaranties then in effect, if any, with respect to any of the improvements located on the date Premises by an assignment and assumption agreement in form acceptable to Buyer;
(x) A certificate of such closingauthority authorizing the officer signing on behalf of Seller to make all deliveries, execute all documents and instruments and perform all actions necessary and appropriate to fulfill the terms of this Agreement;
(xi) An affidavit stating that Seller has reviewed all of the estoppel certificates from all Tenants and that, to the best of Seller's knowledge, the same are true and correct in all material respects;
(xii) Evidence of payment of all debts or obligations of Seller related to the Premises as of the closing date; and
(xiii) Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated hereby.
(b) Buyer shall deliver to Seller:
(i) The certificates for balance of the Debentures to be delivered at each Closing Date will be Purchase Price as adjusted in definitive formaccordance with the terms of this Agreement; (ii) Corporate resolutions of Buyer, if Buyer is a corporation, or otherwise other documentation in such denominations form as may be satisfactory to Seller and registered in such names the title company, including Buyer's full authority to purchase the Property; and
(iii) Such other documents as may be reasonably necessary and appropriate to complete the Underwriter may request and will be made available for checking and packaging at Closing of the Underwriter's offices or at such other place as designated by you at 10:00 a.m., Minneapolis time, on the second full business day prior to each Closing Datetransaction contemplated hereby.
(c) On The Buyer and Seller shall each sign a mutually agreeable Closing Date, you shall remit to Statement setting forth the Company the purchase price Purchase Price and all items of cost and expense or adjustment provided for the Debentures, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed to the Company and which have been sold in accordance with the terms and provisions of this Agreement. Such purchase price may be remitted to the Company net of the commissions referred to in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to the Trustee with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraphherein.
(d) If any subscription for Debentures is to be rejected by the Company, the Company shall advise the Underwriter of such rejection no later than one full business day prior to the next Closing Date and, at each Closing Date, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted and the Company shall deliver certificates for the Debentures issuable to such subscriber at such Closing Date.
(e) Debentures shall be deemed to have been sold on the date payment in good funds is received by you for such Debentures. Funds received from investors in payment for Debentures shall be transmitted by you to a separate bank account no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture will be dated as of October ___, 1997. As provided in the Indenture, interest will accrue on each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" (as defined in the Indenture). In the event you hold Debentures in your name on the record date for the payment of such interest (resulting from the purchase of Debentures for your own account or otherwise), which Debentures have not been resold, you shall be entitled to receive such interest, subject to your right to direct the Trustee to pay over such interest, in whole or in part, to a subsequent purchaser.
Appears in 1 contract
Sources: Real Estate Purchase Agreement (First Security Bancorp Inc /Ky/)
Closing Procedures. On Each purchase and sale transaction shall be consummated in accordance with the basis following procedures:
(i) All documents to be recorded and funds to be delivered hereunder shall be delivered to the Title Company to hold, deliver, record and disburse in accordance with closing instructions approved by Purchaser and Seller;
(ii) At each Closing, Seller shall deliver or cause to be delivered in accordance with the closing instructions the following:
(1) A special warranty deed conveying the applicable portion of the representationsProperty to be acquired at such Closing to Purchaser. The special warranty deed shall contain a relinquishment of surface rights, warranties reservation of easements, minerals, mineral rights and agreementswater and water rights, but as well as other rights, as set forth on Exhibit B (the “Reservations and Covenants”). The special warranty deed shall also be subject to non-delinquent general real property taxes for the year of such Closing and subsequent years, District assessments and the Permitted Exceptions.
(2) Payment (from the proceeds of such Closing or otherwise) sufficient to satisfy any encumbrance relating to the portion of the Property being acquired at such Closing, required to be paid by Seller at or before the time of Closing.
(3) A tax certificate or other evidence sufficient to enable the Title Company to ensure the payment of all general real property taxes and installments of District assessments then due and payable for the portion of the Property being acquired at such Closing.
(4) An affidavit, in a form sufficient to comply with applicable laws, stating that Seller is not a foreign person or a foreign corporation subject to the Foreign Investment in Real Property Tax Act, and therefore not subject to its withholding requirements.
(5) A certification or affidavit to comply with the reporting and withholding requirements for sales of Colorado properties by non-residents (Colorado Department of Revenue Form DR‑1083).
(6) A Lien Affidavit and Title Company Indemnity.
(7) A partial assignment of declarant rights or builder rights under the Master Covenants (a “Builder Designation”), assigning only the following declarant rights (to the extent such rights are not automatically granted to Purchaser as a “builder” by the terms and conditions set forth in this Agreement, payment of the purchase price forMaster Covenants) from Seller to Purchaser: to maintain sales offices, construction offices, management offices, model homes, store and stage building materials and post signs advertising the Development and/or Lots (in accordance with rules established by Seller and uniformly applied to all builders within the Development), and delivery ofsuch other rights to which the parties may mutually agree, the Debentures sold as contemplated hereunder such Builder Designation shall be made materially in the form attached hereto and incorporated herein as follows:
(a) You shall promptly confirm Exhibit G, subject to the Company the principal amount of the Debentures which have been sold. The first closing shall be held as soon as practicable after the sale of the Minimum amount of Debentures. Thereafter, monthly closings will be held on such date on or after the first day of each month following the month of the first closing and no later than the 15th day of each month as changes agreed upon by the Underwriter and Parties prior to the Company, commencing the month after the month in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement end of the Underwriter and the Company. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., at 10:00 a.m., on the date of such closingDue Diligence Period.
(b8) The Tap Purchase Agreement (as defined herein).
(9) The certificates for A general assignment to Purchaser in the Debentures form attached hereto as Exhibit D ("General Assignment") with respect to the applicable Lots.
(10) Such other documents as may be required to be executed by Seller pursuant to this Contract or the closing instructions.
(iii) At each Closing, Purchaser shall deliver or cause to be delivered at each Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriter may request and will be made available for checking and packaging at the Underwriter's offices or at such other place as designated by you at 10:00 a.m., Minneapolis time, on the second full business day prior to each Closing Date.
(c) On each Closing Date, you shall remit to the Company the purchase price for the Debentures, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed to the Company and which have been sold in accordance with the terms and provisions of this Agreement. Such purchase price may be remitted to closing instructions the Company net of the commissions referred to following:
(1) The Purchase Price payable at such Closing, computed in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions accordance with Section 2 above, for the of registration the Debentures and authentication and delivery thereof Lots being acquired at such Closing, such payment to be made in Good Funds.
(2) The Tap Purchase Agreement.
(3) All other documents required to be executed by Purchaser pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to this Contract or the Trustee with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraphclosing instructions.
(d4) If Payment of any subscription amounts due pursuant to Section 16 hereof.
(iv) At each Closing, Purchaser and Seller shall each deliver an executed settlement statement, which shall set forth all prorations, disbursements of the Purchase Price and expenses applicable to such Closing;
(v) The following adjustments and prorations shall be made between Purchaser and Seller as of each Closing:
(1) Real property taxes and installments of assessments, if any, for Debentures is to the applicable portion of the Property for the year in which the Closing occurs shall be rejected by prorated based upon the Companymost recent known rates, the Company mill levy and assessed valuations; and such proration shall advise the Underwriter of such rejection no later than one full business day be final.
(2) Seller shall pay real property taxes for years prior to the next year in which the Closing Date andoccurs.
(3) Purchaser shall pay any and all recording costs and documentary fees required for the recording of the deed.
(4) Seller shall pay the base premium for the Title Policy and for any endorsement Seller agrees to provide to cure a Title Objection, and Purchaser shall pay the premium for any other endorsements requested by Purchaser in accordance with Section 4 above, including an extended coverage endorsement.
(5) Each party shall pay one-half (1/2) of any closing or escrow charges of the Title Company.
(6) All other costs and expenses not specifically provided for in this Contract shall be allocated between Purchaser and Seller in accordance with the customary practice of commercial real estate transactions in Arapahoe County, Colorado.
(vi) Possession of the applicable portion of the Property being acquired at each Closing Date, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted and the Company shall deliver certificates for the Debentures issuable delivered to such subscriber Purchaser at such Closing Date.
(e) Debentures shall be deemed to have been sold on the date payment in good funds is received by you for such Debentures. Funds received from investors in payment for Debentures shall be transmitted by you to a separate bank account no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture will be dated as of October ___, 1997. As provided in the Indenture, interest will accrue on each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" (as defined in the Indenture). In the event you hold Debentures in your name on the record date for the payment of such interest (resulting from the purchase of Debentures for your own account or otherwise), which Debentures have not been resold, you shall be entitled to receive such interestClosing, subject to your right to direct the Trustee to pay over such interest, in whole or in part, to a subsequent purchaserPermitted Exceptions.
Appears in 1 contract
Sources: Contract for Purchase and Sale of Real Estate (Pure Cycle Corp)
Closing Procedures. On Provided the basis of the representations, warranties and agreements, but subject to the terms and conditions contingencies set forth in Sections 2.02 and 2.03 of this Agreement, payment of the purchase price forAgreement have been satisfied, and delivery ofall other obligations of Seller and Buyer under this Agreement have been met, Escrow Holder shall proceed to close the Debentures sold as contemplated hereunder shall be made as followsescrow established pursuant to Section 4.01 of this Agreement by taking the following actions in the order set forth:
(a) You shall promptly confirm obtain an executed closing and proration statement from each of Seller and Buyer (and Seller and Buyer each hereby agree to deliver the Company the principal amount same to Seller);
(b) date all undated documents as of the Debentures Closing Date;
(c) complete all blanks in all documents deposited with Escrow Holder which have been sold. The first closing shall are intended to be held as soon as practicable after completed by Escrow Holder on the sale Closing Date;
(d) cause to be recorded the Grant Deed deposited with Escrow Holder by Seller;
(e) deliver to or at the direction of Seller by wire transfer or other similarly expeditious means the Purchase Price less Seller's share of the Minimum amount of Debentures. ThereafterEscrow Costs, monthly closings will be held on such date on or after the first day of each month following the month cost of the first closing and no later than the 15th day of each month as agreed upon by the Underwriter Title Policy, any prorations or credits, and the CompanyBrokerage Commissions, commencing the month after the month in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date of each closing is referred if payable;
(f) deliver to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of O'▇▇▇▇▇▇▇, A▇▇▇▇▇ & Company and The Overland Company checks in the amount of the Brokerage Commissions provided Seller has first instructed Escrow Holder in writing to pay the Brokerage Commissions;
(g) cause to be recorded the Deed of Trust and deliver the Note to Seller;
(h) deliver to Buyer a conformed copy of the Grant Deed deposited with Escrow Holder by Seller;
(i) deliver to Buyer the original B▇▇▇▇▇▇ of Sale, P.A., at 10:00 a.m., on the date of such closing.an original Assignment and an original closing and proration statement;
(bj) The certificates deliver to Seller an original Assignment and an original closing and proration statement; and
(k) deliver to the respective counsel for the Debentures to be delivered at each Closing Date will be parties listed in definitive formSection 8.03 hereof copies of all other documents and supplementary escrow instructions required by, in such denominations and registered in such names as the Underwriter may request and will be or made available for checking and packaging at the Underwriter's offices or at such other place as designated by you at 10:00 a.m.pursuant to, Minneapolis time, on the second full business day prior to each Closing Date.
(c) On each Closing Date, you shall remit to the Company the purchase price for the Debentures, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed to the Company and which have been sold in accordance with the terms and provisions of this Agreement. Such purchase price may be remitted to the Company net of the commissions referred to in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to the Trustee with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraph.
(d) If any subscription for Debentures is to be rejected by the Company, the Company shall advise the Underwriter of such rejection no later than one full business day prior to the next Closing Date and, at each Closing Date, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted and the Company shall deliver certificates for the Debentures issuable to such subscriber at such Closing Date.
(e) Debentures shall be deemed to have been sold on the date payment in good funds is received by you for such Debentures. Funds received from investors in payment for Debentures shall be transmitted by you to a separate bank account no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture will be dated as of October ___, 1997. As provided in the Indenture, interest will accrue on each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" (as defined in the Indenture). In the event you hold Debentures in your name on the record date for the payment of such interest (resulting from the purchase of Debentures for your own account or otherwise), which Debentures have not been resold, you shall be entitled to receive such interest, subject to your right to direct the Trustee to pay over such interest, in whole or in part, to a subsequent purchaser.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Arvida JMB Partners L P Ii)
Closing Procedures. On (i) At or prior to the basis Closing, Acquirer shall deposit with ESOP Management and Trust Services Ltd., the Israeli paying agent (the "Paying Agent"), an amount of cash sufficient to pay the unpaid Transaction Expenses (other than any unpaid Transaction Expenses that will be paid by the Company following the Closing), the Repaid Company Debt and the Closing Consideration less (A) the Adjustment Escrow Amount, less (B) the Indemnity Escrow Amount, less (C) the aggregate amount of payments in respect of In the Money Vested Company Options to Company Vested Optionholders that are residents of the representationsUnited States (such holder, warranties the "U.S. Optionholders" and agreementssuch payments, the "U.S. Optionholder Payments"), and less (D) the Option Cash Right Payment.
(ii) At the Closing, Acquirer will instruct the Paying Agent to pay to each Company Shareholder, by wire transfer of same-day funds, such Company Shareholder’s Consideration Portion of the Closing Consideration less (A) such Company Shareholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such Company Shares and (B) the Company Loan Amount, if any, outstanding in respect of the Company Shareholder, as soon as reasonably practicable, but in any event, no later than five Business Days following surrender to the Paying Agent of a duly executed letter of transmittal substantially in the form attached hereto as Exhibit I-1 or I-2, as applicable (the "Shareholders Letter of Transmittal") (provided that such payments shall be subject to Section 1.1(f) with respect to the withholding of Israeli Tax and provisions related to 102 Company Shares), together with all of the certificates or instruments which immediately prior to the Closing represented issued and outstanding Company Share Capital held by Company Shareholder (or the Affidavit of Lost Share Certificate in the form attached to the Shareholders Letter of Transmittal), Share Transfer Deeds (to the extent not already delivered at Closing) (the "Converting Instruments"), a certificate confirming such Company Shareholder’s information contained in the Spreadsheet, in a form attached to the Shareholders Letter of Transmittal (a "Closing Allocation Certificate") and, with respect to Company Shareholders that are individuals and residents in a jurisdiction that follows the community property regime, a duly executed Spousal Consent.
(iii) At the Closing, Acquirer will instruct the Paying Agent to pay to each Company Optionholder who holds In the Money Vested Company Options at the Closing (other than In the Money Vested Company Options held by U.S. Company Optionholders), by wire transfer of same-day funds, such Company Optionholder’s portion of the Vested Option Payments less (A) such Company Optionholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such In the Money Vested Company Options and (B) the amount, if any, of the Company Loan Amount owed to the Company by such Company Optionholder (provided that such payments shall be subject to Section 1.1(f) regarding provisions related to 102 Company Options and 3(i) Company Options), as soon as reasonably practicable, but in any event, no later than five Business Days following the Closing and surrender to the Paying Agent of any documents required hereunder (including an executed Option Cancellation Agreement by such Company Optionholder) pursuant to Section 1.1(c) and subject to the terms and conditions set forth in of this Agreement, payment of the purchase price for, and delivery of, the Debentures sold as contemplated hereunder shall be made as follows:.
(aiv) You shall promptly confirm At the Closing, Acquirer will instruct the Paying Agent to pay to the Company the principal amount Warrantholder, by wire transfer of same-day funds, such Company Warrantholder’s portion of the Debentures which have been sold. The first closing Warrant Payments less such Company Warrantholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such Company Warrants (provided that such payments shall be held subject to Section 1.1(f) regarding provisions related to Company Warrants) as soon as practicable after the sale of the Minimum amount of Debentures. Thereafterreasonably practicable, monthly closings will be held on such date on or after the first day of each month following the month of the first closing and but in any event, no later than five Business Days following the 15th day Closing and surrender to the Paying Agent of any documents required hereunder (including an executed Warrant Termination Agreement), pursuant to Section 1.1(d) and subject to the terms of this Agreement.
(v) At or prior to the Closing, Acquirer shall deposit with Optimal Plus, Inc. (USA) (the "U.S. Subsidiary") an amount of cash sufficient to make the U.S. Optionholder Payments, and shall thereafter cause the U.S. Subsidiary to pay to each month U.S. Optionholder the applicable U.S. Optionholder Payment less such U.S. Optionholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such U.S. Optionholder Payments, through the U.S. Subsidiary’s payroll system in accordance with standard payroll practices, including any required withholding for applicable Taxes, as soon as reasonably practicable, but in any event, no later than five Business Days following surrender to the Acquirer of any documents required hereunder (including an executed Option Cancellation Agreement by such Company Optionholder); provided, however, that with respect to holders of Company Options who are not Company Employees, references to the payroll system of the U.S. Subsidiary shall mean through the accounting services of such entity.
(vi) At or prior to the Closing, Acquirer shall deposit with the 102 Trustee (subject to the terms of an escrow agreement to be agreed upon by prior to Closing between the Underwriter 102 Trustee, Acquirer and the CompanyShareholders’ Agent), commencing an amount of cash sufficient to pay the month after Option Cash Right Payment. At the month in which Closing, Acquirer will instruct the first closing occurs and through 102 Trustee to pay to each Company Optionholder who holds In the month after the Termination Date. Provided the Minimum has been soldMoney Unvested Company Options, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., at 10:00 a.m., on the applicable vesting date of such closing.
Unvested Company Options (band with respect to In the Money Unvested Company Options held by U.S. Optionholders, thorough the payroll system of the U.S. Subsidiary), by wire transfer of same-day funds, such Company Optionholder’s portion of the Option Cash Right Payment less (A) The certificates for such Company Optionholder’s portion of the Debentures to be delivered at each Closing Date will be Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in definitive formrespect of such Unvested Company Options and (B) the amount, in such denominations and registered in such names as if any, of the Underwriter may request and will be made available for checking and packaging at the Underwriter's offices or at such other place as designated by you at 10:00 a.m., Minneapolis time, on the second full business day prior to each Closing Date.
(c) On each Closing Date, you shall remit Company Loan Amount owed to the Company by such Company Optionholder (provided that such payments shall be subject to Section 1.1(f) regarding provisions related to 102 Company Options and 3(i) Company Options), as soon as reasonably practicable, but in any event, no later than five Business Days following the purchase price for the Debentures, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed applicable vesting date and surrender to the 102 Trustee of any documents required hereunder (including an executed Option Cancellation Agreement by such Company Optionholder) pursuant to Section 1.1(c) and which have been sold in accordance with subject to the terms and provisions of this Agreement. Such purchase price may be remitted Any amounts forfeited from Option Cash Right Payment and not added to the Company net Indemnity Escrow Fund, as required under Section 1.1(c)(ii), shall be released to Acquirer.
(vii) At the Closing, the Paying Agent shall make payment of the commissions referred to in paragraph 3(dTransaction Expenses remaining unpaid at the Closing (other than those that will be paid by the Company following the Closing) and the Underwriter's expenses for which the Repaid Company is responsible Debt as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, Closing in order to discharge the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to the Trustee with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraphpayable thereunder.
(dviii) If any subscription for Debentures is to be rejected by Notwithstanding the Companyother provisions of this ARTICLE 1, at the Closing, the Company Paying Agent shall advise deposit with the Underwriter of such rejection no later than one full business day prior to Shareholders’ Agent $200,000 (the next Closing Date and"Shareholders’ Agent Expense Amount"), at each Closing Date, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted and the Company shall deliver certificates for the Debentures issuable to such subscriber at such Closing Date.
(e) Debentures which shall be deemed to have been sold on be withheld from the date payment consideration otherwise payable at the Closing to each Indemnifying Party in good funds is received by you for such Debenturesaccordance with each Indemnifying Party’s Pro Rata Share thereof. Funds received from investors in payment for Debentures The Shareholders’ Agent Expense Amount shall be transmitted used by you to a separate bank account no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture will be dated as of October ___, 1997. As provided in the Indenture, interest will accrue on each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" Shareholders’ Agent: (as defined in the Indenture). In the event you hold Debentures in your name on the record date i) for the payment of such interest expenses incurred by it in performing its duties in accordance with Section 9.7 or (resulting from ii) as otherwise determined by the purchase of Debentures for your own account or otherwiseAdvisory Group (the "Shareholders’ Agent Expense Fund"), which Debentures have not been resold, you shall be entitled to receive such interest, subject to your right to direct the Trustee to pay over such interest, in whole or in part, to a subsequent purchaser.
Appears in 1 contract
Sources: Share Purchase Agreement (National Instruments Corp)
Closing Procedures. On At the basis of the representationsClosing, warranties and agreements, but subject to the terms and conditions set forth in of this Agreement, payment of the purchase price for, and delivery of, parties will take the Debentures sold as contemplated hereunder shall be made as followsfollowing actions:
(a) You shall promptly confirm The Shareholders will deliver to Buyer certificates in valid form evidencing the Company the principal amount Shares, in a form suitable for transfer, with duly executed instruments of transfer in respect of the Debentures which have been sold. The first closing shall be held as soon as practicable after the sale of the Minimum amount of Debentures. Thereafter, monthly closings will be held on such date on or after the first day of each month following the month of the first closing and no later than the 15th day of each month as agreed upon by the Underwriter and the Company, commencing the month after the month in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., at 10:00 a.m., on the date of such closingShares.
(b) The certificates for Parent or Buyer will pay, by wire transfer of immediately available funds, the Debentures to be delivered at each Closing Date will be Debt Amount in definitive form, in such denominations and registered in such names as accordance with the Underwriter may request and will be made available for checking and packaging at the Underwriter's offices or at such other place as designated by you at 10:00 a.m., Minneapolis time, on the second full business day prior to each Closing DatePay-Off Letters.
(c) On each Closing Date, you shall remit Parent or Buyer will pay to the Company the purchase price for the DebenturesCompany, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed to the Company and which have been sold in accordance with the terms and provisions by wire transfer of this Agreement. Such purchase price may be remitted to the Company net of the commissions referred to in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holdersimmediately available funds, the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to the Trustee with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraphaggregate Stock Purchase Loan Payoff Amounts.
(d) If any subscription for Debentures is to be rejected by Parent or Buyer will deposit the Company, the Company shall advise the Underwriter of such rejection no later than one full business day prior to the next Closing Date and, at each Closing Date, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted TBV Shortfall Escrow Amount and the Company shall deliver certificates for Indemnification Escrow Amount with the Debentures issuable to such subscriber at such Closing DateEscrow Agent by wire transfer of immediately available funds.
(e) Debentures shall be deemed Parent or Buyer will pay the Closing Merger Consideration, by wire transfer of immediately available funds (or, to the extent relating to restricted stock subject to income tax withholding, by payment through Parent’s or the Company’s employee payroll system), to the Shareholders who have surrendered their Share certificates as provided in Sections 1.3(a) and 2.3(a), less the Stock Purchase Loan Payoff Amount payable by each such Shareholder, as applicable.
(f) The Company will provide certificates of the appropriate Secretaries of State certifying as of a recent date as to the good standing of the Company in the State of Washington and each other state where the Company is qualified to do business.
(g) Buyer will execute and deliver to the Shareholders’ Representative a counterpart of the Escrow Agreement, the Shareholders’ Representative will execute and deliver to Buyer a counterpart of the Escrow Agreement, the Special Fiduciary will execute and deliver to the Shareholders’ Representative and Buyer a counterpart of the Escrow Agreement, and the Escrow Agent will execute and deliver to the Shareholders’ Representative and Buyer a counterpart of the Escrow Agreement.
(h) The Company will deliver to Buyer a certificate, signed under penalties of perjury, stating that the Company is not and has not been sold on the date payment in good funds is received by you for such Debentures. Funds received from investors in payment for Debentures shall be transmitted by you to a separate bank account no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture will be United States real property holding corporation, dated as of October ___the Closing Date and in form and substance required under Treasury Regulation §1.897-2(h).
(i) The Company will deliver to Buyer an estoppel certificate in form and substance acceptable to Buyer, 1997. As provided in signed by the Indenture, interest will accrue on Company’s counterparty to each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" (as defined in the Indenture). In the event you hold Debentures in your name on the record date for the payment of such interest (resulting from the purchase of Debentures for your own account or otherwise), which Debentures have not been resold, you shall be entitled to receive such interest, subject to your right to direct the Trustee to pay over such interest, in whole or in part, to a subsequent purchaserReal Property Lease.
Appears in 1 contract
Closing Procedures. On the basis of the representations, warranties and agreements, but subject to the terms and conditions set forth in this Agreement, payment of the purchase price for, and delivery of, the Debentures sold as contemplated hereunder shall be made as follows:
(ai) You shall promptly confirm to the Company the principal amount of the Debentures which have been sold. The first closing shall be held as As soon as reasonably practicable after the sale Closing Date, but in any event not later than three Business Days after the Closing Date, each Shareholder who is not a Significant Shareholder who is entitled to receive Transaction Consideration by virtue of the Minimum amount of Debentures. Thereafter, monthly closings will such Shareholder executing and delivering a Joinder Agreement and delivering such other documents required to be held on delivered by such date Shareholder under this Agreement on or prior to the Closing Date shall receive from the Payment Fund the amount due to such Shareholder pursuant to Section 3.1(a)(i)(A). Upon deposit by ABX or Acquisition with the Payment Agent of an amount equal to the Upward Closing Net Asset Adjustment, each Shareholder entitled to receive Transaction Consideration under this Agreement shall receive from the Payment Fund the cash due to such Shareholder pursuant to Section 3.1(a)(i)(B) or 3.1(a)(ii)(C), as applicable.
(ii) As soon as reasonably practicable after the first day of each month following the month of the first closing and no Closing Date, but in any event not later than the 15th day later of three Business Days after the Closing Date and three Business Days following execution and delivery of the requisite Joinder Agreement, provided that the delivery of the requisite Joinder Agreement is made within 30 days from the Closing Date, each holder of Cargo Options who has executed and delivered a Joinder Agreement pursuant to the provisions of this Agreement shall receive from the Payment Fund in respect of each month as agreed Cargo Share that is the subject of such Cargo Option the amount due to such holder of Cargo Options pursuant to Section 3.1(b)(i). In addition, upon deposit by ABX or Acquisition with the Underwriter and Payment Agent of an amount equal to the CompanyUpward Closing Net Asset Adjustment, commencing such holder shall have the month after right to receive from the month Payment Fund in which the first closing occurs and through the month after the Termination Date. Provided the Minimum has been sold, closings may be held more often upon the mutual agreement of the Underwriter and the Company. The date respect of each closing Cargo Share that is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date." Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., at 10:00 a.m., on the date subject of such closingCargo Option the amount due to such holder of Cargo Options pursuant to Section 3.1(b)(ii).
(b) The certificates for the Debentures to be delivered at each Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriter may request and will be made available for checking and packaging at the Underwriter's offices or at such other place as designated by you at 10:00 a.m., Minneapolis time, on the second full business day prior to each Closing Date.
(ciii) On each the Closing Date, you shall remit each holder of Cargo Warrants who is either a Significant Shareholder or, if not a Significant Shareholder, has executed and delivered a Joinder Agreement pursuant to the Company the purchase price for the Debentures, less amounts determined in accordance with paragraph 3(d) hereof, which you have confirmed to the Company and which have been sold in accordance with the terms and provisions of this Agreement. Such purchase price may be remitted Agreement shall receive from the Payment Fund in respect of each Cargo Share that is the subject of such Cargo Warrant the amount due to the Company net such holder of the commissions referred to in paragraph 3(d) and the Underwriter's expenses for which the Company is responsible as described in paragraph 5(q) of this Agreement. Appropriate instructions for the of registration the Debentures and authentication and delivery thereof Cargo Warrants pursuant to the Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the registered holders, the principal amounts of the Debentures and the dates the Debentures are deemed "sold" within the terms of paragraph 4(e) hereof shall be provided to the Trustee with respect to each remittance of funds. The Company shall have instructed the Trustee to accept instructions for the registration of the Debentures directly from you, and copies of such instructions shall be given to the Company at the same time they are furnished to the Trustee. The Company agrees that copies of the confirmation for each sale will satisfy the requirement for instructions contained in this paragraph.
(d) If any subscription for Debentures is to be rejected by the Company, the Company shall advise the Underwriter of such rejection no later than one full business day prior to the next Closing Date and, at each Closing Date, the Underwriter will return the funds of the subscriber whose subscription is rejected by the Company to the subscribers. Any subscription not expressly rejected by such date or whose funds are not returned by such Closing Date shall be deemed accepted and the Company shall deliver certificates for the Debentures issuable to such subscriber at such Closing Date.
(e) Debentures shall be deemed to have been sold on the date payment in good funds is received by you for such Debentures. Funds received from investors in payment for Debentures shall be transmitted by you to a separate bank account no later than 12:00 noon on the next business day after such funds are received and shall be held by you as agent for such investors. Each Debenture will be dated as of October ___, 1997. As provided in the Indenture, interest will accrue on each Debenture from the later of October ___, 1997 or the most recent "Interest Payment Date" (as defined in the IndentureSection 3.1(c)(i). In addition, upon deposit by ABX or Acquisition with the event you hold Debentures Payment Agent of an amount equal to the Upward Closing Net Asset Adjustment, such holder shall have the right to receive from the Payment Fund in your name on respect of each Cargo Share that is the record date for the payment subject of such interest (resulting from Cargo Warrant the purchase amount due to such holder of Debentures for your own account or otherwiseCargo Warrants pursuant to Section 3.1(c)(ii), which Debentures have not been resold, you shall be entitled to receive such interest, subject to your right to direct the Trustee to pay over such interest, in whole or in part, to a subsequent purchaser.
Appears in 1 contract