Closing Date Payments Sample Clauses
Closing Date Payments. At the Closing, Parent shall pay, or shall cause the Company or the Surviving Entity to pay, in cash by wire transfer of immediately available funds (except as expressly contemplated in clause (iii) below), the following:
(1) $500,000 (such amount, the “Equityholder Representative Expense Amount”) shall be deposited into an escrow account (the “Equityholder Representative Expense Account”), which shall be established pursuant to an escrow agreement to be entered into at the Closing among Parent, the Equityholder Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit E with such changes as may be reasonably required by the Escrow Agent (the “Escrow Agreement”), for purposes of satisfying costs, expenses and/or liabilities incurred in its capacity as the Equityholder Representative and otherwise in accordance with this Agreement;
(2) on behalf of the Company, (A) the portion of the Closing Date Indebtedness that is Funded Indebtedness in accordance with the applicable Debt Payoff Letters, and (B) the Unpaid Transaction Expenses (other than as set forth in clause (iii) below) in accordance with the applicable invoices or other documents evidencing such amounts, in each case, delivered to Parent by the Company at least one (1) Business Day prior to the Closing Date;
(3) with respect to any bonus payable in cash and/or Parent Common Shares by the Company as described on Schedule 5.1(iii), in each case payable to employees of the Company, by delivery of such amounts to the Company (in either cash or Parent Common Shares as directed by the Company, it being understood that any portion paid in cash shall be Unpaid Transaction Expenses and any portion paid in Parent Common Shares delivered to the Company shall reduce, on a share for share basis, the number of Parent Common Shares issued at the Closing pursuant to Section 2.8(d)), for further distribution to such employee recipients through the Surviving Entity’s payroll;
(4) with respect to each Share issued and outstanding as of immediately prior to the Effective Time, an amount in cash equal to the Per Share Closing Cash Consideration to the Paying Agent for further distribution to the Stockholders pursuant to and in accordance with Section 2.10; and DOC ID - 32901658.22 28
(5) with respect to each Vested Company Option issued and outstanding as of immediately prior to the Effective Time, an amount in cash equal to (A) the product of (x) the Per Share Optionholder Closing Consid...
Closing Date Payments. The Borrower and the Lenders shall have made such payments among themselves on the Closing Date as directed by the Administrative Agent with the result that, after giving effect thereto, the outstanding Revolving Credit Loans if any, shall be held by the Lenders pro rata in accordance with their respective Commitments. The Borrower shall have paid to the Administrative Agent, for the account of the respective lenders under the Existing Credit Agreement, all unpaid fees and other amounts accrued under the Existing Credit Agreement to the Closing Date.
Closing Date Payments. At the Closing, in consideration of the purchase and sale of the Interests pursuant to Section 1.1 and subject to the further adjustments described in Section 2.2(c):
(i) the Buyer shall, pursuant to written wire transfer instructions set forth on the Allocation Spreadsheet, pay the following amounts to the following Persons, in cash, by wire transfer of immediately available funds, in consideration of the purchase and sale of the Interests other than the Rollover Interests: (i) to the Escrow Agent, the sum representing the Escrow Amount to be held, administered and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement, as required by Section 2.1(b); (ii) to all Persons to whom any Estimated Closing Date Indebtedness is owed, an amount equal to the amount so owed to such Persons; (iii) to all Persons to whom any Estimated Closing Date Sale Transaction Expenses are owed, an amount equal to the amount so owed to such Persons; (iv) to the Sellers’ Representative, an amount required to fully fund the Sellers’ Representative Account; and (iv) to the Sellers, in accordance with the Allocation Spreadsheet, a net amount (the “Net Cash Purchase Price”) equal to (A) the Estimated Purchase Price less (B) the Escrow Amount less (C) the Share Purchase Price (representing that portion of the Purchase Price payable in respect of the Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of the Net Cash Purchase Price among the Sellers.
(ii) the Buyer shall deliver (or cause Buyer Parent to deliver), in consideration of the purchase and sale of the Rollover Interests, those ordinary shares of Buyer Parent (the “Share Purchase Price”) described on the Allocation Spreadsheet, which ordinary shares of Buyer Parent shall be deemed to have the Aggregate Buyer Parent Share Value, to the Rollover Members, with the number of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member set forth on the Allocation Spreadsheet.
Closing Date Payments. All payments to be made to Seller on the Closing Date shall be made by wire transfer of immediately available funds in New York City to an account specified by Seller.
Closing Date Payments. At the Closing, (a) Buyer shall pay to Sellers cash by wire transfer of immediately available funds in an amount equal to (i) the Cash Consideration minus (ii) the Deposit minus (iii) the GoB Escrow Amount minus (iv) the IP Escrow Amount and (b) Sellers shall direct the Deposit Escrow Agent to indefeasibly transfer the Deposit to an account designated by Sellers.
Closing Date Payments. The Closing Purchase Price shall be an amount equal to the Purchase Price adjusted as follows (and reflected in the Preliminary Settlement Statement and the Final Settlement Statement in accordance with Sections 6.5 and 6.6):
2.3.1 decreased by the amount of the Performance Deposit paid by Buyer to Seller;
2.3.2 increased by the amount provided for under Section 6.1;
2.3.3 increased or decreased, as appropriate, by the amount provided for under Section 6.2;
2.3.4 increased or decreased, as appropriate, by the amount provided for under Section 6.3;
2.3.5 increased or decreased, as appropriate, by the amount provided for under Section 6.4;
2.3.6 decreased, as appropriate, by any adjustments made for Properties excluded pursuant to Article 3;
2.3.7 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Alleged Adverse Conditions pursuant to Section 5.2 and decreased or increased, as appropriate, by any adjustments made for Properties excluded pursuant to Section 5.2;
2.3.8 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Casualty Loss pursuant to Article 7;
2.3.9 increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.7; and
2.3.10 increased or decreased, as the case may be, by any other amount mutually agreed to by the Parties in writing. The Purchase Price, as so adjusted, shall be the “Adjusted Purchase Price.”
Closing Date Payments. At the Closing, Buyer and Parent, as applicable shall make the following payments:
(a) first, by Buyer to the lenders or other creditors of Seller, on Seller’s behalf, by wire transfer of immediately available funds to the bank accounts designated by such lenders or other creditors, an amount equal to the Estimated Indebtedness as set forth on the Estimated Closing Statement;
(b) second, by Buyer to the payees which are owed Seller Transaction Expenses, on Seller’s behalf, by wire transfer of immediately available funds to the bank accounts designated by such payees, an amount equal to the Estimated Seller Transaction Expenses as set forth on the Estimated Closing Statement;
(c) third, by Buyer to the Escrow Agent, by wire transfer of immediately available funds to the bank account set forth in the Escrow Agreement, an amount equal to the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the "Indemnification Escrow Fund");
(d) fourth, by Buyer to Seller, by wire transfer of immediately available funds to the bank account designated by Seller in the Estimated Closing Statement, an amount equal to the Closing Payment;
(e) fifth to each of DNF Transportation Services, Inc, and Azure Business & Medical I, LLC by wire transfer of immediately available funds to the bank accounts designated by Seller in the Estimated Closing Statement, an amount equal to the amounts payable pursuant to the Asset Transfer Agreements; and
(f) sixth, by Parent to the Seller, pursuant to Estimated Closing Statement, the Equity Consideration Securities.
Closing Date Payments. On the Closing Date, Buyer shall pay to Seller, by wire transfer of immediately available funds (to the account(s) designated in writing to Buyer by Seller in accordance with the funds flow memorandum prepared by Seller and provided to Buyer not less than three (3) Business Days prior to the Closing Date), an amount equal to the Closing Date Net Purchase Price.
Closing Date Payments. Agent shall have received evidence satisfactory to it that the Closing Date Payments have been paid in full;
Closing Date Payments. As soon as reasonably practicable (but in no event later than one (1) Business Day) after the Closing, Acquirer shall make, or cause to be made, the following payments in cash by wire transfer of immediately available funds:
(i) to Continental Stock Transfer & Trust Company or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”), the sum of (A) the Closing Stock Consideration for further distribution to the Company Stockholders pursuant to Section 1.4(c) and (B) the Closing Warrant Consideration for further distribution to the Company Warrantholders pursuant to Section 1.4(c); and
(ii) to the Surviving Corporation (as directed by the Company in the Spreadsheet), the aggregate Closing Option Consideration for further payment to the Company Optionholders that held In the Money Options immediately prior to the Effective Time.