Closing and Payment of Purchase Price. 6.1. At the closing of any purchase and sale pursuant to this Agreement, the Shareholder shall deliver:
Closing and Payment of Purchase Price. The Closing shall occur on the Loan Sale Closing Date, and, at Seller's option, be either by mail or conducted in person at a place designated by Seller. Buyer shall pay to Seller at the Closing, by wire transfer of immediately available funds the amount of the Purchase Price less the Exxxxxx Money Deposit previously paid by Buyer. Wire transfers shall be made to Seller's account in accordance with such instructions as Seller shall notify to Buyer in writing on or prior to the Loan Sale Closing Date.
Closing and Payment of Purchase Price. 2.1 Progress toward Closing shall be made with all deliberate speed by the Parties hereto.
Closing and Payment of Purchase Price. (a) A closing (the "Closing") shall take place at 10:00 a.m. on February 9, 1999 at the offices of the Sellers at 000 Xxxxxx Xxxxxx, Norwalk, CT 06851 (the "Closing Date").
Closing and Payment of Purchase Price. The closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the Company in the State of Arizona (or such other office as is designated by the purchasing parties) on or before the one hundred and twentieth (120th) day after the delivery of the first notice of such purchasing parties’ election to purchase the Selling Party’s Stock in accordance with Sections 3.1-3.5, as applicable. The Purchase Price shall be paid by the Company at the closing, in cash, or by the delivery of (i) one (1) or more certified or bank cashier’s checks drawn and made payable to the order of the Selling Party for an amount equal to 25% of the Purchase Price (or more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes in an amount equal to the balance of such Purchase Price executed by the purchasing parties. Any promissory note delivered pursuant to this Section 3.5(b) shall contain terms providing for (i) annual interest accruing at a rate equal to the lesser of (a) the Xxxxx Fargo Bank commercial reference (prime) lending rate, compounded annually, and adjusted concurrently with any adjustments to any such prime rate., or (b) the maximum non-usurious rate then permitted by law (if the usury laws are applicable), and (ii) payments of equal quarterly installments of principal and interest commencing on the first day of the first calendar quarter following the closing of the purchase of the Selling Party’s Stock so that the entire principal amount is fully amortized over a five (5) year period. In addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the repayment of the promissory note described above, the purchasing parties shall grant a security interest in favor of the Selling Party in and to the stock purchased by such purchasing parties and the purchasing parties hereby agree to execute any and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such security interest including, without limitation, Uniform Commercial Code financing and continuation statements and other security instruments.
Closing and Payment of Purchase Price. 8.1 At the closing, each Selling Stockholder shall deliver:
Closing and Payment of Purchase Price. The closing of the First Tranche, which will take place as promptly as practicable, shall occur immediately upon the satisfaction or waiver of the conditions set forth in Section 5 and Section 6 of this Agreement (the “First Tranche Closing Date”). For certainty and in addition to the other documents required to be executed and delivered in respect of the First Tranche, the CVR, the Notes, the Escrow Agreement – Claim Proceeds Account and the GSA shall be executed by the parties on the First Tranche Closing Date and held in escrow pursuant to this Agreement. Upon the First Tranche Closing Date, the Investor shall; (i) pay the First Tranche Price by wire transfer in immediately available funds or such other method of payment acceptable to the Corporation to the account specified on Schedule “E”; and (ii) deposit the Second Tranche Price into the Second Tranche Price Escrow Account. The closing of the Second Tranche shall occur upon the earlier of: (i) the date that is two (2) Business Days following the date that Exchange Approval (including, for certainty, all necessary approvals from the Shareholders), on terms acceptable to the Investor, acting reasonably, is received for the issuance of the Second Tranche Shares; and (ii) the date that is six months from the First Tranche Closing Date or such other date as may be agreed to between the parties in writing (being the “Second Tranche Closing Date”). The closing will take place at the Vancouver offices of Blake, Xxxxxxx & Xxxxxxx LLP (“Blakes”), counsel to the Corporation.
Closing and Payment of Purchase Price. 7 4.1 Closing. ........................................................7 4.2 Deliveries at the Closing. ......................................7 4.3 Stockholders' Representative......................................8 4.4 Restrictions on PSDI Shares.......................................9
Closing and Payment of Purchase Price. 10 SECTION 11. Transfer Upon Termination of Employment................................................ 11
Closing and Payment of Purchase Price. The closing of the purchase and sale pursuant to this Section 10 shall be held at the principal office of the Company at 10:00 a.m. local time no later than one-hundred twenty (120) days after the date of the Put Event with respect to which such closing relates, or at such other time and place as the parties to the transaction may agree. At such closing (i) the Shareholder or his personal representative and each of his Family Trusts shall deliver certificates representing the Shares to be purchased, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any, and the Shares to be Transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Agreement) and the Shareholder or his personal representative and each of his Family Trusts shall so represent and warrant, and further represent and warrant that they are the record and beneficial owners of the Shares; and (ii) the Company or the Other Investors, as the case may be, shall pay to Shareholder or his personal representative and each of his Family Trusts the purchase price therefor by certified or official bank check or by wire transfer of immediately available funds.
