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 and the each applicable First 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 applicable First Lien Agent or First Lien Agents by wire transfer of immediately available funds, (c) the Purchasing Creditors will deposit with the applicable First Lien Agent or First Lien Agents or its or their designee by wire transfer of immediately available funds, 105% of the aggregate undrawn amount of all then outstanding letters of credit issued under any First Lien Debt Facility and the aggregate facing and similar fees that will accrue thereon through the stated maturity of such letters of credit (assuming no drawings thereon before stated maturity) and (d) each of the Purchasing Creditors will execute and deliver to the applicable First Lien Agent or First Lien Agents a waiver and release of all claims arising out of this Agreement, the relationship between the First Lien Secured Parties and the Second Lien Secured Parties in connection with the First Lien Documents and the Second 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 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. Purchase 1 1.2 Closing 2 1.3 Interpretation 4

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) 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. (a) Pursuant to the terms and conditions of this Agreement, subject to the provisions of ‎Section 2.01(c), the Company shall issue and sell to the Buyer 1,000,000,000 shares of Common Stock (the “Shares”) for a price of $0.006 per Share, for a resulting total purchase price of $6,000,000 (“Purchase Price”). Subject to the terms and conditions herein, the closing of the purchase and sale of the Shares (the “Closing”) shall occur on the Closing Date, immediately following the execution of this Agreement, via the exchange of documents electronically, as agreed to by the Parties, as set forth below. (b) $3,000,000 of the Purchase Price (the “Cash Payment”) shall be paid to the Company at the Closing as set forth below, and $3,000,000 of the Purchase Price shall be paid to the Company pursuant to the Promissory Note of the Buyer in the form as attached hereto as Exhibit A (the “Note”) in the principal amount of $3,000,000. The Parties acknowledge and agree that in the event that the Note is not paid on or before the Maturity Date (as defined in the Note), the Company shall thereafter have the right to redeem a number of the Shares equal to the unpaid portion of the Note, for a redemption price of $1.00 in total, and the Parties agree to execute and deliver such documents as required to give effect thereto. By way of example and not limitation, in the event that Buyer has paid $1,000,000 of the principal amount of the Note, but has not paid the remaining $2,000,000 of the principal amount of the Note, the Company would have the right to redeem 333,333,333 of the Shares for $1.00 in total. (c) The Parties acknowledge and agree that the number of Shares to be sold to the Buyer has been determined based on the Company having 2,049,621,210 shares of Common Stock issued and outstanding, and an additional 3,767,539 shares of Common Stock issuable on the exercise of options and warrants, and conversion of outstanding convertible preferred stock, and therefore having a total of 2,053,388,749 shares of Common Stock issued and outstanding on a fully diluted basis as of the Closing Date, and therefore the Shares to be issued and sold to the Buyer will constitute 32.75% of the shares of Common Stock issued and outstanding on a fully diluted basis as of immediately following the Closing.

Purchase Closing. Unless this Agreement being terminated pursuant to Article VIII before the Purchase Closing Date, subject to the terms and conditions set forth in this Agreement, the sale and purchase of the Shares shall be accomplished within three (3) business days after the Purchase Closing Date. On the Purchase Closing Date, the Seller shall deliver/accomplish or cause to be delivered/accomplished the following items: (1) all previously undelivered documents and the Ancillary Documents required under Article VII hereto; (2) in respect of Company, the business license, common seal (if exists), registered certificates of share or share certificate book (including the registered certificates of those un-issued share) and all minute books and other statutory books or equivalent items which shall be kept by relevant shareholders, in accordance with the Law of the jurisdiction where Company is registered ; and (3) any other procedures which are necessary for the legal transfer of the Share to the Buyer on the Purchase Closing Date.