Purchase Closing Sample Clauses

Purchase Closing. On the Purchase Date, (a) the Purchasing Creditors and the Senior Lien Agent will execute and deliver the assignment agreement referenced in Section 8.1 hereof, (b) the Purchasing Creditors will pay the Purchase Price to the Senior Lien Agent by wire transfer of immediately available funds, and (c) each of the Purchasing Creditors will execute and deliver to the Senior Lien Agent a waiver and release of all claims arising out of this Agreement, the relationship between the Senior Lien Secured Parties and the Junior Lien Secured Parties in connection with the Senior Lien Documents and the Junior Lien Documents, and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Article 8.

Purchase Closing. On the Purchase Date, (a) the Purchasing Creditors will execute and deliver the Assignment, (b) the Purchasing Creditors will pay the Purchase Price to First Lien Agent by wire transfer of immediately available funds, (c) the Purchasing Creditors will deposit with First Lien Agent or its designee by wire transfer of immediately available funds, 105% of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees that will accrue thereon through the stated maturity of the Letters of Credit (assuming no drawings thereon before stated maturity), and (d) each of the Purchasing Creditors will execute and deliver to the First Lien Agent a waiver and release of, and covenant not to s▇▇ in respect of, all claims arising out of this Agreement, the relationship between the First Lien Creditors and the Second Lien Creditors in connection with First Lien Documents and the Second Lien Documents, and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 5.

Purchase Closing. On the Purchase Date: (a) the Purchasing Creditors and the First Lien Agents will execute and deliver the Assignment Agreements, (b) the Purchasing Creditors will pay the Purchase Price to the First Lien Agents by wire transfer of immediately available funds, and (c) Second Lien Agent will execute and deliver to the First Lien Agents a waiver of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this section 5.

Purchase Closing. Purchase 1 1.2 Closing 1

Purchase Closing. 1.1 Purchase 1 1.2 Closing 1 1.3 Interpretation 4

Purchase Closing. (a) On the terms and subject to the conditions set forth herein, the Investor hereby agrees, to purchase from the Company, and the Company hereby agrees to sell to the Investor, a number of shares of Convertible Preferred Stock equal to the dollar amount set forth opposite the Investor’s name on Schedule 1 divided by the Preferred Purchase Price per share (the “Preferred Shares”).

Purchase Closing. The completion of any transaction of purchase and sale contemplated pursuant to Section 6 (a “Repurchase/Put Transaction”) will take place on the Repurchase/Put Closing Date subject to and in accordance with this Section 6(c). “Repurchase/Put Closing Date” means (i) the later of (A) 45 calendar days after the delivery of the applicable Put Notice and (B) 20 calendar days after the purchase price for the applicable Shares is finally determined by the Company in accordance with this Agreement and the Plan, or (ii) such earlier or later date as the parties to the Repurchase/Put Transaction agree in writing; provided, however, that if all filings, notices and authorizations necessary to complete the Repurchase/Put Transaction have not been made, given or obtained by such date, then the Repurchase/Put Closing Date may be extended by the Company for up to 45 calendar days in order to make, give or obtain such necessary filings, notices and authorizations. Notwithstanding anything else contained herein, the acceptance of the aggregate purchase price for such shares subject to a Put Right pursuant to this Section 6(c) shall be deemed a representation and warranty by the Participant that: (1) the Participant has full right, title and interest in and to such shares; (2) the Participant has all necessary power and authority and has taken all necessary action to sell such shares as contemplated; (3) such shares are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such shares.

Purchase Closing. (a) Pursuant to the terms and conditions of this Agreement, the Company shall issue and sell to Buyer a number of units of securities of the Company as set forth on the signature page hereof (the “Units”) for a purchase price of $4.2805 per Unit, for a resulting total purchase price as set forth on the signature page hereof (“Purchase Price”), with each Unit consisting of one share of Common Stock (allocated a value of $4.218 per share, which is at the “Minimum Price” computed in accordance with Nasdaq Listing Rule 5635(d)(1)(A)(ii)), and one-half of one common stock purchase warrant (allocated a value of $0.00625 per one-half of one common stock purchase warrant pursuant to Nasdaq Identification Number 279) (each whole warrant, a “Warrant”), in the form as attached to hereto as Exhibit A, resulting in the Warrant being issued for a total number of shares of Common Stock as set forth on the signature page hereof, and with an exercise price of $6.00 per share; in each case subject to the terms and conditions as set forth herein. (b) At the Closing, the Company shall enter into a Registration Rights Agreement with the Buyer and the other buyers acquiring securities of the Company pursuant to agreements substantially in the form of this Agreement, and being entered into on the Effective Date, in the form as attached hereto as Exhibit B (the “Registration Rights Agreement”). (c) Subject to the terms and conditions herein, the closing of the purchase and sale of the Units (the “Closing”) shall occur on a date as to be agreed by the Parties prior to the Outside Closing Date (as defined below), and if not otherwise agreed, on the Outside Closing Date, subject to the satisfaction, or waiver by the Party for whose benefit the conditions exist, in the sole discretion of such Party, of the conditions to the Closing as set forth in Article III, at the offices of the Company or via the exchange of documents electronically, as agreed to by the Parties, as set forth below. The date of the occurrence of the Closing is referred to as the “Closing Date”.

Purchase Closing. On the Purchase Date, (a) the Purchasing Holders and the Priority Lien Agent will execute and deliver the master assignment agreement, (b) the Purchasing Holders will pay the Purchase Price to the Priority Lien Agent by wire transfer of immediately available funds, (c) the Second Lien Collateral Agent will execute and deliver to the Priority Lien Agent a waiver of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Article X; and (d) the Purchasing Holders will deliver to the Priority Lien Agent any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the Priority Lien Agent may reasonably request, to confirm that the Purchasing Holders will be bound by, and will take no actions contrary to, the provisions of the Priority Lien Intercreditor Agreement.