At the. Second Stage of the Grievance proce- dure, other Company representative or senior officials of either the Company or the Union who are not employees of the Company, may be pres- ent at the request of either.
At the. Second Closing, Buyer shall deliver to Seller: (i) a wire transfer of immediately available funds for the portion of the Purchase Price (as set forth in Section 1.3 hereof) payable at the Second Closing and (ii) such ----------- other documents and instruments as Seller may reasonably require in order to effectuate the transactions which are the subject of this Agreement.
At the. Funding Agent's request and at the Borrower's expense, the Borrower and the Servicer shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Receivables and the Related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Receivables, and shall make the same available to the Funding Agent at a place selected by the Funding Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner acceptable to the Funding Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Funding Agent or its designee.
At the. Closing Buyer shall issue to Seller or its assign an amount of unregistered shares of $.01 par value common stock of Amtech Systems, Inc. equal to the maximum number of shares that Buyer can issue at a recorded cost of $65,000 (the "Shares"). The consideration to be delivered pursuant hereto is hereafter referred to as the "Additional Purchase Price." The actual number of Shares to be issued by Buyer shall be computed by dividing $65,000 by the average of the closing price per share of Buyer's common stock on the NASDAQ SmallCap Market for the ten trading days prior to the Closing Date adjusted by a thirty-five percent (35%) discount.
At the. Second Closing, the Parties shall duly execute and submit to each other the waiver letter in accordance with Section 2.4 hereof;
At the. Second Closing, each of Saifun shall confirm the execution of its undertakings according to Section 5.9.
At the. Second Closing on the Second Closing Date, the Buyer hereby agrees to purchase from the Company the Second Tranche Shares at the Second Tranche Purchase Price. The Second Tranche Purchase Price shall be payable in United States Dollars. In connection with the purchase of the Second Tranche Shares by the Buyer, the Company shall issue to the Buyer, at the closing on the Second Closing Date, the number of Second Tranche Repricing Rights equal to one Second Tranche Repricing Right for each Second Tranche Base Share issued as part of the Second Tranche Shares (which Second Tranche Repricing Right shall be deemed incorporated and part of each Second Tranche Base Share issued). The parties shall have no obligation to purchase and sell the Second Tranche Shares after the date stated in the proviso to the definition of "Second Closing Date".
At the. Second Closing, the Sellers shall sell and transfer to Netzee, and Netzee shall purchase from the Sellers, all of the Sellers' right, title and interest in and to the properties and assets primarily used by or related to the Business, including those assets specified or described on Schedule 1.1 (other than the Retained Assets), wherever such assets are located and whether personal, tangible or intangible, in electronic form or otherwise, and whether or not any such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in the Sellers' books or the Business Financial Statements, except those assets specifically excluded pursuant to Section 1.2, free and clear of all Encumbrances, other than Permitted Encumbrances. The properties and assets of the Business to be transferred hereunder are collectively referred to as the "PURCHASED ASSETS." Netzee assumes no risk of loss to the Purchased Assets prior to the Second Closing.
At the. Execution of a GMP Amendment concerning the Work for which the CM is soliciting Bids is not a condition precedent to commencement or completion of the Subcontract Bidding Process.
