Delivery of Funds and Certificates. Subject to the satisfaction (or ---------------------------------- waiver by the parties entitled to the benefit thereof) of the conditions set forth in Section 1.5 of this Agreement, the closing of the transactions contemplation hereby (the "Contribution Closing") will take place at the offices -------------------- of Xxxxxxx Xxxxxxx & Xxxxxxxx, 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, or at such other location as the parties may mutually agree, immediately prior to the closing under the Merger Agreement. At the Contribution Closing, Holding will deliver to the Investors duly executed certificates, registered in the Investors' respective names, representing the XXXX Shares, the Xxxxxxx Xxxxxx Shares and each of the Other Investor Shares, as the case may be, against the transfer and payment (including, to the extent applicable, the delivery of certificates evidencing the applicable number of shares of CBRE Common Stock duly endorsed to Holding), to Holding of the XXXX Contribution, the Xxxxxxx Xxxxxx Contribution and each of the Other Investor Contributions, respectively, which shall represent payment in full for the XXXX Shares, the Xxxxxxx Xxxxxx Shares and each of the Other Investor Shares.
Delivery of Funds and Certificates. Subject to the satisfaction (or waiver by the parties entitled to the benefit thereof) of the conditions set forth in Section 1.4 of this Agreement, the closing of the transactions contemplation hereby (the “Contribution Closing”) will take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, or at such other location as the parties may mutually agree, immediately prior to the Closing (as defined in the Merger Agreement). At the Contribution Closing, Newco will deliver to each of (a) the Silver Lake Investors duly executed certificates, registered in the Silver Lake Investors’ respective names, representing the Silver Lake Shares, against the transfer, contribution and payment to Newco of the Silver Lake Contributions, which shall represent payment in full for the Silver Lake Shares, and (b) the Co-Investor duly executed certificates, registered in the Co-Investor’s name, representing the Co-Investor Shares, against the transfer, contribution and payment to Newco of the Co-Investor Contribution (including the delivery of certificates evidencing the applicable number of shares of Company Common Stock with respect to the Co-Investor duly endorsed to Newco), which shall represent payment in full for the Co-Investor Shares.
Delivery of Funds and Certificates. At the Closing, the Subscriber will deliver to the Company $30,000,000.00 (the “Purchase Price”) by wire transfer of immediately available funds and the Company shall instruct American Stock Transfer and Trust Company (“AST”), the Company’s registrar and transfer agent, to issue the Securities in book entry form in the Subscriber’s name and to place an appropriate legend referring to the fact that the Securities were sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and shall deliver to the Subscriber any other documents as may be necessary or appropriate to vest in the Subscriber good and marketable title in the Securities, free and clear of all liens and encumbrances, other than liens or encumbrances created by the Subscriber or pursuant to applicable state and federal securities laws, against payment therefor.
Delivery of Funds and Certificates. Subject to the satisfaction (or waiver by the parties entitled to the benefit thereof) of the conditions set forth in Section 1.3 of this Agreement, the closing of the transactions contemplated hereby (the “Contribution Closing”) will take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, or at such other location as the parties may mutually agree, immediately prior to the Closing (as defined in the Merger Agreement). At the Contribution Closing, Parent will deliver to HK duly executed certificates, registered in HK’s name, representing the HK Shares being issued to HK at the Contribution Closing, against the transfer, contribution and payment to Parent of the HK Contribution by HK (including the delivery of certificates evidencing the applicable number of shares of Company Common Stock with respect to HK duly endorsed to Parent or, if not held in certificated form, other evidence of transfer of Company Common Stock reasonably acceptable to Parent), which shall represent payment in full for such HK Shares.
Delivery of Funds and Certificates. The closing of the purchase ---------------------------------- and sale of the Securities (the "Closing") shall take place at a time and place to be designated by the Company. At the Closing, the Company will deliver to the Purchaser duly executed stock certificates, registered in the Purchaser's name and representing the Securities, against payment of the purchase price therefor by delivery to the Company of immediately available funds by check or wire transfer in accordance with the instructions set forth on Exhibit "A" ------- attached hereto.
Delivery of Funds and Certificates. Subject to the satisfaction (or waiver by the parties entitled to the benefit thereof) of the conditions set forth in Section 1.3 of this Agreement, the closing of the transactions contemplated hereby (the “Contribution Closing”) will take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, or at such other location as the parties may mutually agree, immediately prior to the Closing (as defined in the Merger Agreement). At the Contribution Closing, Parent will deliver to each of the Co-Investors duly executed certificates, registered in the Co-Investor’s name, representing the Co-Investor Shares being issued to such Co-Investor at the Contribution Closing, against the transfer, contribution and payment to Parent of the Co-Investor Contribution by such Co-Investor (including the delivery of certificates evidencing the applicable number of shares of Company Common Stock with respect to such Co-Investor duly endorsed to Parent or, if not held in certificated form, other evidence of transfer of such Company Common Stock reasonably acceptable to Parent), which shall represent payment in full for such Co-Investor Shares.
Delivery of Funds and Certificates. Subject to Section V, the closing of the purchase and sale of the Shares (the "Closing") shall take place on or as soon as practicable after the date hereof at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. At the Closing, SJKI will deliver to Vestar/SJK duly executed certificates, registered in Vestar/SJK's name and representing the Shares purchased by Vestar/SJK, against Vestar/SJK's payment of the purchase price therefor.
Delivery of Funds and Certificates. The closing of the purchases and sales of the BCP Stock, the RHIM Stock and the Loexxx Stock (the "Cloxxxx" and the date on which the Closing occurs, the "Closing Date") shall take place at the offices of Simpson Thacher & Bartxxxx, 000 Xxxxxgtox Xxxxxx, Xxx Xxxx, Xxx Xxxx, xxxxxxxxxxxx xxxx xxe closing of the transactions contemplated by the Merger Agreement as described in Section 1.2 thereof and the Asset Purchase Agreement as described in Section 3.1
Delivery of Funds and Certificates. At closing of the purchase and sale of the Shares and the Warrant, the Company will deliver to the Purchaser a duly executed stock certificate, registered in the Purchaser's name and representing the Shares and a duly executed Warrant in the Purchaser's name in the form attached hereto as Exhibit A, against payment in United States dollars of the Purchase Price therefor by delivery by wire transfer of immediately available funds to such bank account as the Company shall designate in the amount of the Purchase Price.
Delivery of Funds and Certificates. The closing of the purchase and sale of the Securities (the "CLOSING") shall take place at a time and place to be designated by the Company on at least 24 hours notice. At the Closing, the Company will deliver to each Purchaser a duly executed stock certificate, registered in such Purchaser's name and representing the Securities to be issued and sold to such Purchaser, against payment of the applicable Purchase Price therefor (i) to the extent set forth on Schedule I, by wire transfer of immediately available funds in the amount of the Purchase Price representing payment in full for such Preferred Shares to an account or accounts designated by the Company, (ii) to the extent set forth on Schedule I, by tendering the number of shares of preferred stock of Xxxxxx (the "XXXXXX PREFERRED STOCK") set forth opposite the name of such Purchaser on Schedule I, which shares of Xxxxxx Preferred Stock have been deemed by the board of directors of the Company (the "BOARD") to have a fair market value on the date hereof equal to the respective amounts set forth in Schedule I or (iii) to the extent set forth on Schedule II, by tendering the number of shares of common stock of Xxxxxx (the "XXXXXX COMMON STOCK" and, together with the Xxxxxx Preferred Stock, the "XXXXXX Stock"), set forth opposite the name of such Purchaser on Schedule II, which shares of Xxxxxx Common Stock have been deemed by the Board to have a fair market value on the date hereof equal to the respective amounts set forth in Schedule II. Any such Common Shares issued under clause (iii) shall be subject to vesting restrictions corresponding in vesting amounts and periods (but having identical vesting commencement dates) as those vesting restrictions that are applicable immediately prior to the Closing to the Xxxxxx Common Stock exchanged therefor, as determined in the reasonable good faith judgment of the Board (the "VESTING RESTRICTIONS").
