Common use of Procedure for Sale Clause in Contracts

Procedure for Sale. If all the Subject Shares are subscribed ------------------- for by the Company or its designees, as the case may be, the closing of the purchase of the Subject Shares shall take place at the principal offices of the Company no later than thirty (30) days after the date of the expiration of the Right of First Offer Election Period (subject to the last sentence of this Section 11(b)). At the closing, the Company or its designees, as the case may be, will pay the purchase price for the Subject Shares to be purchased by it to the Selling Holder by wire transfer of immediately available funds upon the Selling Holder's delivery of valid certificates evidencing the Subject Shares. Such certificates will be duly endorsed (with signatures guaranteed, if appropriate) for transfer to the Company or its designees, as the case may be, and upon delivery of such certificates to the Company or its designees, as the case may be, the Selling Holder will be deemed to represent and warrant to the Company or its designees, as the case may be, that the Subject Shares are owned by the Selling Holder free and clear of all liens, adverse claims and other encumbrances (other than as provided in this Registration Rights Agreement), and that the Selling Holder has all requisite power and authority to sell the Subject Shares. The parties shall take all such actions as may be necessary to comply as promptly as practicable with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, in connection with the sale of the Subject Shares.

Procedure for Sale. If all the Subject Shares are subscribed ------------------- for by the Company or its designees, as the case may be, the closing of the purchase of the Subject Shares shall take place at the principal offices of the Company no later than thirty (30) days after the date of the expiration of the Right of First Offer Election Period (subject to the last sentence of this Section 11(b)). At the closing, the Company or its designees, as the case may be, will pay the purchase price for the Subject Shares to be purchased by it to the Selling Holder by wire transfer of immediately available funds upon the Selling Holder's delivery of valid certificates evidencing the Subject Shares. Such certificates will be duly endorsed (with signatures guaranteed, if appropriate) for transfer to the Company or its designees, as the case may be, and upon delivery of such certificates to the Company or its designees, as the case may be, the Selling Holder will be deemed to represent and warrant to the Company or its designees, as the case may be, that the Subject Shares are owned by the Selling Holder free and clear of all liens, adverse claims and other encumbrances (other than as provided in this Registration Rights Agreement), and that the Selling Holder has all requisite power and authority to sell the Subject Shares. The parties shall take all such actions as may be necessary to comply as promptly as practicable with the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended, in connection with xxxxxxxxxx xith the sale of the Subject Shares.