Return to Buyer Sample Clauses

Return to Buyer. At the earlier of Buyer’s written request or Product delivery to fulfill the last order placed under this Agreement, Supplier shall promptly return all applicable Buyer Confidential Information and Buyer property, return or securely destroy the records in Supplier’s possession as directed by Buyer and execute such documents and take other action as reasonably requested by Buyer in connection therewith.
Sample 1
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Return to Buyer. The Xxxxxxx Money Escrow shall be returned to Buyer, if prior to the Closing, the proposed transaction is abandoned by mutual consent of the parties hereto, or this Agreement shall have been terminated in accordance with its terms, or the Shareholders shall terminate negotiations and withdraw from the proposed acquisition for any reason whatsoever other than because of a reason specified in Section 5.2 (b) below or Buyer shall terminate negotiations and withdraw from the proposed transaction because of (i) a failure by the Shareholders to perform in any material respect any of their obligations under this Agreement without a prior breach by Buyer, (ii) the failure by the Shareholders to negotiate in good faith with Buyer regarding the proposed acquisition, (iii) the discovery by Buyer that the Shareholders have made a material misrepresentation of fact regarding the Company, or its business, assets, properties, liabilities, or financial condition; (iv) the occurrence or threatened occurrence of a material adverse change after the date hereof in the business, assets, properties, liabilities, or financial condition of the Company, (v) the issuance by a court or governmental agency of competent jurisdiction of an injunction, writ, or temporary restraining order or any other order of any nature directing that the proposed acquisition not be consummated or the institution or threatened institution of any action, suit, or proceeding by or before any court or governmental body in which it is or may be sought to prohibit, substantially delay, or rescind the acquisition contemplated hereby, or to limit in any way Buyer's right to control the Company or any aspect of its business, or to obtain award of damages in connection with the proposed acquisition, or (vi) notice to any of the parties hereto from a federal or state governmental authority or agency that governmental permits or licenses materially necessary to the continuing operation of the Company (and which cannot be obtained by direct application in a reasonable period of time after the Closing Date for consummation of the proposed acquisition), cannot be transferred to Buyer by the Company.
Sample 1

Related to Return to Buyer

  • Deliveries by Buyer at Closing At the Closing, Buyer shall deliver to Seller:

  • Deliveries by Buyer At the Closing, Buyer shall deliver to Seller the following:

  • Deliveries at Closing At the Closing:

  • Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller the following:

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

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