Closing of the Purchase of the Shares Sample Clauses

The 'Closing of the Purchase of the Shares' clause defines the procedures and conditions under which the final transfer of shares from the seller to the buyer takes place. It typically outlines the date, location, and required deliverables for both parties, such as payment of the purchase price and delivery of share certificates or other necessary documents. This clause ensures that both parties understand the exact steps and requirements for completing the transaction, thereby reducing the risk of misunderstandings or disputes at the final stage of the sale.
Closing of the Purchase of the Shares. 3.1 Subject to the satisfaction or waiver of the conditions precedent set forth in Sections 3.2 and 3.3, the closing of a purchase of Tranche Shares by the Purchaser pursuant to this Agreement (each, a “Closing”) shall occur at 10:00 a.m. on the date specified in the Election Notice delivered by the Company with respect to such Tranche Shares unless the Company designates a later time or date (but not more than three (3) days later) with respect to such Closing (the time and date of the Closing of a particular Tranche is referred to herein as the “Tranche Closing Date”). Unless otherwise agreed by the Company and the Purchaser, each Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Rochester, New York. 3.2 The obligation of the Purchaser to purchase Tranche Shares at a Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Tranche Closing Date: (a) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct with the same force and effect as though expressly made on and as of such Tranche Closing Date, except for representations or warranties made as of a particular date which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Tranche Closing Date; (c) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Board or President and the chief financial or accounting officer of the Company, dated the applicable Tranche Closing Date, to the effect that the conditions in clauses (a) and (b) have been satisfied; and (d) the Registration Statement shall have been declared effective and shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for the suspension of the effectiveness of the Registration Statement shall have been instituted or threatened by the Securities and Exchange Commission (the “Commission”).
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Closing of the Purchase of the Shares. The making of the Loan (the "Closing") shall take place on the date of this Agreement. At the Closing, the Company shall execute and deliver the Note to the Purchaser and each of the Company and the Purchaser shall execute and deliver to the other a counterpart of the Loan Documents.
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Closing of the Purchase of the Shares. 2.1 Subject to the satisfaction or waiver of the conditions precedent set forth in Sections 2.2 and 2.3, the closing of the sale of the Shares by the Company to the Purchasers shall occur at 10:00 a.m. Salt Lake City, Utah time shortly after the registration becomes effective unless otherwise agreed upon by the Company and the Purchasers (the " Closing " or the " Closing Date "). Unless otherwise agreed by the Company and the Purchasers, the Closing shall occur at the offices of S▇▇▇▇ & W▇▇▇▇▇ llp , 1▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. 2.2 The obligation of the Purchasers to purchase the Shares at the Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchasers, at or prior to the Closing: (a) the representations and warranties of the Company set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made on and as of the Closing Date, except for representations or warranties made as of a particular date which representations and warranties shall be true and correct as of such date; (b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (c) the Company shall have delivered to the Purchasers (i) a certificate executed by the Chairman of the Board or President and the chief financial or accounting officer of the Company, dated the Closing Date, to the effect that the conditions in clauses (a) and (b) have been satisfied, (ii) a certified copy of the resolutions of the Company’s Board of Directors (the " Board ") authorizing the execution and performance of this Agreement, (iii) a certified copy of the Company’s bylaws and (iv) a certified copy of the Company’s certificate of incorporation; (d) the Registration Statement (as defined below) shall have been declared effective and shall not have been withdrawn, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for the suspension of the effectiveness of the Registration Statement shall have been instituted or threatened by the Securities and Exchange Commission (the " Commission "); (e) Greenbaum, Rowe, S▇▇▇▇, ▇▇▇▇▇, D▇▇▇▇ & H▇▇▇▇▇, LLP, counsel to the Company, shall have delivered its legal opinion to the Purchasers that: (i) the Company and each of the Subsidiaries (as define...
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Closing of the Purchase of the Shares. The closing of the Sale (the “Closing”) shall take place on the date of this Agreement. At the Closing each of the Company and the Purchaser shall execute and deliver to the other a counterpart of the PSA and this Agreement.
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Closing of the Purchase of the Shares 
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Related to Closing of the Purchase of the Shares

  • Purchase of the Shares (a) Buyer and Seller agree that the aggregate value of the Company is $17,691,710.65 (the “Closing Consideration”). Additionally, the outstanding indebtedness of the Company and its Subsidiaries listed on Schedule 1.1(a) (the “Assumed Indebtedness”) shall remain as an obligation of the Company or its Subsidiaties (as applicable) to be repaid and/or converted following the Closing; provided in all cases that such the principal amount of such Assumed Indebtedness shall under no circumstances exceed $11,161,711 in the aggregate. (b) Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, the Shares, free and clear of any and all Encumbrances, except as listed on Schedule 2.20. In consideration for the Shares, Seller will be paid and will receive the Closing Consideration in the form of the issuance of 8,945,205 shares of the Buyer’s common stock, par value $0.001 per share (the “Buyer Common Stock”) at $0.73 per share. The Buyer Common Stock issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended, by reason of a specific exemption from the registration provisions of the Securities Act, which depends, in part, upon the accuracy of the Seller’s representations as expressed in this Agreement will be “restricted securities” under applicable U.S. federal securities Laws and may be disposed of only pursuant to an effective registration statement under the Securities Act or an exemption from registration under the Securities Act. The shares of Buyer Common Stock issued pursuant to this Agreement shall be characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or if held in book entry form, will be noted with a similar restriction): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR THE AVAILABILITY OF AN WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor shall sell as beneficial owner and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.