OBLIGATION TO SELL/PURCHASE; CLOSING Sample Clauses

OBLIGATION TO SELL/PURCHASE; CLOSING. In the event that the holders of the Indemnification Shares or the Company elect to exercise their rights under the Put or Call, as applicable, concurrently with the consummation of the Sale of the Company in the case of a Put, or not earlier than 10 days after delivery of the Call Notice, the Company shall be obligated to purchase from the holders of the Indemnification Shares (and such holders shall be obligated to sell to the Company) the Indemnification Shares at the Put/Call Price, payable by wire transfer of immediately available funds to the account or accounts designated by Purchaser. The closing of the purchase and sale of the Indemnification Shares pursuant to this Section 9.05 shall take place at the principal office of the Company, or at such other place as the Parties may agree on the date on which the Sale of the Company occurs or, as applicable, on the date set forth in the Call Notice.
Sample 1
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OBLIGATION TO SELL/PURCHASE; CLOSING. In the event that the Company elects to exercise the Special Call Option, then the Company shall be obligated to purchase from each Purchaser (and each Purchaser shall be obligated to sell to the Company) all of his or its Class A Shares subject to such election (as set forth in the applicable Special Call Notice) at a per share purchase price equal to the Call Price, payable by wire transfer of immediately available funds to the account or accounts designated by the Purchasers. The closing of the purchase and sale of the Class A Shares pursuant to this Section 9.01 shall take place at the principal office of the Company, or at such other place as the Parties may agree.
Sample 1

Related to OBLIGATION TO SELL/PURCHASE; CLOSING

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions To Seller's Obligation To Sell Seller's obligation to sell the Debentures is conditioned upon:

  • Conditions to Purchaser’s Obligation to Close The obligation of Purchaser to Close under this Agreement is subject to each of the following conditions (any one of which may, at the option of Purchaser, be waived in writing by Purchaser) existing on the date of this Agreement, or such earlier date as the context may require.

  • Agreement to Sell and Purchase the Securities Upon the terms and subject to the conditions hereinafter set forth, at the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, the aggregate amount of Securities set forth on the Investor’s signature page hereto at the purchase price set forth on such signature page.

  • Conditions to The Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and

  • SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED XXXX OF SALE.

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