Payment and Closing. As promptly as practicable following the closing of the Purchaser’s issuance of a new series of convertible senior notes, as contemplated by that certain Notice of Repurchase, dated December 15, 2016, sent by the Purchaser and Amicus International and acknowledged by the Seller, Purchaser shall pay the Purchase Price for the Purchased Notes in cash, by cashier’s check or by wire transfer of immediately available funds to an account designated by Seller, and against such payment, Seller shall deliver to Purchaser each of the Purchased Notes, with such instruments of transfer or assignment as are reasonably necessary to effect the transfer.
Payment and Closing. ADRs evidencing the ADSs to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives or their United States selling agents may request upon at least forty-eight hours’ notice to the Company prior to each Time of Delivery (the “Notification Time”), shall be delivered on each Time of Delivery by or on behalf of the Company to the Representatives or their United States selling agents, through the facilities of the Depositary or The Depository Trust Company (“DTC”), for the account of each such Underwriter. Against such delivery of ADRs evidencing the ADSs for the account of each such Underwriter by or on behalf of the Company, each such Underwriter shall pay the purchase price therefor (net of expenses as set forth in Section 6 hereof) by wire transfer to the account designated by the Company payable to the order of the Company in Federal (same day) funds. The Company will cause the certificates representing ADRs evidencing the ADSs to be made available by the Depositary or the Company, as applicable, for checking at least twenty-four hours prior to the Time of Delivery with respect thereto at the office of the Depositary or DTC, as applicable, or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm ADSs, 9:00 a.m., New York time, on December [•], 2005 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional ADSs, 9:00 a.m. New York time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional ADSs, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm ADSs is herein called the “First Time of Delivery”, such time and date for delivery of the Optional ADSs, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.
Payment and Closing. The Forward Seller will deliver the Offered Shares, with transfer taxes thereon duly paid, to the Underwriters in book-entry form through the facilities of DTC for the account of the Underwriters against payment of the Purchase Price in federal (same day) funds by wire transfer to an account of the Forward Seller in connection with the closing of such transactions, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, New York, New York 10017, at 10:00 A.M., New York City time, on March 2, 2023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Lead Underwriter, the Forward Purchaser, the Forward Seller and the Selling Shareholder may agree upon in writing. The time and date of such payment for the Offered Shares are referred to herein as the “Closing Date.”
Payment and Closing. 1. Penalty Payments. Paragraph 1.a. of each of the Options establishes certain penalty payments to exercise the Options prior to January 1, 2003 (the "Penalty Payments"). Upon the execution of this Agreement and the conclusion of the Closing contemplated hereunder, HSR shall have no further obligation to WGI for the Penalty Payments.
Payment and Closing. In consideration of the sale of the Interest by Pioneer USA to MLP, MLP, at the Closing, shall pay to Pioneer USA $141,061,250 in cash by wire transfer to an account designated by Pioneer USA. The Closing will occur on the date of this Agreement. The Closing and the transactions described in Section 2.2 of the Contribution Agreement shall all occur simultaneously and as component parts of a single plan.
Payment and Closing. A. First Tranche Price Within fifteen (15) Business Days from the date on which the conditions precedent to Closing set forth in Section 3.1 hereof are satisfied as confirmed by Party B or waived by Party B in the manner set forth in Section 3.2, Party B shall pay 70% of the Transfer Price as agreed in Subsection 1) of Section 2.1 hereof (i.e., Renminbi six hundred and eighty-five million, four hundred and ninety-three thousand, four hundred and forty-five Yuan (RMB685,493,445.00)) and 100% of the Strategic Investors Transfer Price as agreed in Subsection 2) of Section 2.1 hereof (i.e., Renminbi eighty-seven million, seven hundred and seventy-six thousand, four hundred and seventy-five Yuan (RMB87,776,475.00), which together with the aforesaid Transfer Price shall be referred to as the "First Tranche Price") to the bank account designated by Party A as specified in Annex 6 and the bank accounts designated by the Strategy Investors, after withholding and paying any applicable income tax (if any) and other taxes that Party B is required by law to withhold and pay on behalf of Party A and the Strategy Investors based on the total amount of the Transaction Price. The date on which all of the aforementioned payments have been made in full shall be referred to as the "First Tranche Price Payment Date."
Payment and Closing. Certificates evidencing the Securities to be purchased by each Underwriter hereunder, in such authorized denominations ($1,000 or integral multiples of $1,000 in excess thereof) and registered in such names as the Underwriters or their United States selling agents may request upon at least forty-eight hours’ notice to the Company prior to the Time of Delivery (the “Notification Time”), shall be delivered on the Time of Delivery by or on behalf of the Company to the Underwriters or their United States selling agents, through the facilities of the Depositary or DTC, for the account of each such Underwriter. Against such delivery of certificates evidencing the Securities for the account of each such Underwriter by or on behalf of the Company, each such Underwriter shall pay the purchase price therefor (net of expenses as set forth in Section 6 hereof) by wire transfer to the account designated by the Company payable to the order of the Company in Federal (same day) funds. The Company will cause the certificates evidencing the Securities to be made available by the Depositary or the Company, as applicable, for checking at least twenty-four hours prior to the Time of Delivery with respect thereto at the office of the Depositary or DTC, as applicable, or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Securities, 9:00 a.m. New York time, on October 29, 2009 or such other time and date as the Underwriters and the Company may agree upon in writing (the “Time of Delivery”).
Payment and Closing. 2.1 Seventy Five (76,120) Shares of restricted Medifast Stock and Fifty Thousand (50,000) restricted three year Medifast Warrants to purchase stock at $10.00 per share, which represents at least 100% of the Market Value of the stock at the execution of the letter of intent that initiated this transaction, as attached in Exhibit "D", will be issued to CONSUMER CHOICE SYSTEMS INC. or their designees at the time the tangible and intangible assets are transferred to the BUYER as follows: Customer Lists, Web Sites, Accounts Receivable, Xxxxx Cash, Finished Goods and Parts Inventory as listed in Exhibit "A", Patents, Trademarks and Intellectual Property listed in Exhibit "B", the Equipment, Software, Hardware, Manufacturing or Assembly Equipment, Desks , Chairs and Common Property that support the business operations listed in Exhibit "C" and any other miscellaneous items to be listed in Exhibit "D". In addition the SELLER will provide legal consents of this transaction as required in this agreement and attached in Exhibit "F" and "G". Upon the transfer of the Assets which should take place no later that fifteen business days after the agreement is executed, Medifast will have American Stock Transfer issue 76,120 shares of Medifast Stock and 50,000 Medifast Warrants to the SELLER or the designees as listed in Exhibit "E"
Payment and Closing. 2.1 The closing of the purchase and sale of the Preferred Shares (the “Closing”) will take place on July 11, 2014 (the “Closing Date”), provided that the Issuer and the Subscriber may agree on an alternate Closing Date which will be no later than July 18, 2014.
Payment and Closing. Seller and the Company shall execute such agreements as may be appropriate so that the sale of the Offered Shares to the Company occurs on substantially the same terms and conditions as those provided for in the Offer Notice. At the closing of the sale for the Offered Shares, which closing shall occur not more than ten (10) business days after the date of the Company’s Election Notice, (i) Seller shall deliver to the Company those duly executed instruments or documents as may be reasonably requested by the Company to permit the Company to acquire such Offered Shares free and clear of any and all liens, security interests or other encumbrances, and (ii) the Company shall deliver to Seller by wire transfer of immediately available funds to Seller’s designated account the aggregate Purchase Price for the Offered Shares.
