Closing Date Payments Sample Clauses
Closing Date Payments. At the Closing, the Base Closing Date Purchase Price shall be paid as follows:
(a) With respect to the first twenty-five percent (25%) of the Base Closing Date Purchase Price, Buyer shall issue to each Seller, allocated among the Sellers pursuant to the proportions set forth on Schedule 2.2(a), an aggregate number of shares of LPTH Stock equal to (1) twenty-five percent (25%) of the Base Closing Date Purchase Price, divided by (2) the higher of (A) the average closing price of LPTH Stock, as reported by Bloomberg for the five (5) trading days prior to the Signing Date, as equitably adjusted after its determination for any stock dividend, stock split, reverse stock split, stock combination or similar event occurring during such five (5) trading day period and (B) the “Minimum Price” pursuant to Nasdaq Listing Rule 5635 (the “Closing Shares”).
(b) With respect to the remaining seventy-five percent (75%) of the Base Closing Date Purchase Price, (i) Buyer shall pay, on behalf of the Company, (A) all Closing Date Indebtedness (the “Pay-off Indebtedness”) to the lender(s) and payee(s) thereof, by wire transfer of immediately available funds in accordance with the pay-off letters delivered pursuant to Section 2.5(e), and (B) all unsatisfied Selling Expenses existing as of Closing (the “Closing Selling Expenses”) to the payee(s) thereof, by wire transfer of immediately available funds in accordance with the invoices or other documentation to be delivered pursuant to Section 2.5(f); (ii) Buyer shall pay, on behalf of the Sellers, the sum of Two Hundred Thousand Dollars ($200,000.00) to an account designated by Sellers’ Representative to fund post-Closing third party expenses related to its role as representative of the Sellers; (iii) Buyer shall deposit Two Million Seven Hundred Thousand Dollars ($2,700,000.00) with the Escrow Agent, which shall hold and maintain such amount in an interest bearing escrow account pursuant to the Escrow Agreement (the “Escrow Account”), for the purpose of providing a non-exclusive fund for the payment of certain payment and indemnification obligations of the Sellers pursuant to this Agreement, if any, and will be released to Buyer, Sellers or both in accordance with the terms and conditions of this Agreement and the Escrow Agreement; and (iv) Buyer shall pay the remainder of the Base Closing Date Purchase Price to the Sellers in the proportions set forth on Schedule 2.2(a), by wire transfer of immediately available funds to accounts ...
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. (i) On the Closing Date, the Ceding Company shall deliver to the Reinsurer a closing statement in the form of Schedule I (the “Closing Statement”).
(ii) On the Closing Date, the Ceding Company shall initiate the transfer to the Trust Account on behalf of the Reinsurer of the Transferred Assets.
(iii) On the Closing Date, the Ceding Company shall transfer to the Reinsurer cash equal to the net amount due the Ceding Company as set forth in “Line Item 13 - Total Net Cash Settlement to/(from) RGA” of the Closing Statement.
(iv) The Ceding Company and the Reinsurer agree that the Closing Date IMR Amount shall be calculated by the Ceding Company and ceded to and held by the Reinsurer, and the Ceding Company shall have no obligation to maintain any net Interest Maintenance Reserve related to any IMR Amounts. If this Agreement is terminated in accordance with Section 9.3 or Section 9.4, then the Ceding Company shall maintain the remaining Unamortized IMR Amount, calculated from and after the Recapture Date.
(v) Notwithstanding the provisions of clause (ii) above, the Parties agree that to the extent that it is not practical to transfer any one or more of the Transferred Assets to the Trust Account on the Closing Date, the Ceding Company shall transfer such assets to the Trust Account as soon as practical thereafter, and the Parties shall cooperate in good faith to cause the transfer of such Transferred Assets at the earliest practical time; provided, that the Reinsurer shall have no obligation to fund the Trust Account to the extent of any deficiency due to the Ceding Company’s failure to transfer any one or more of the Transferred Assets to the Trust Account on the Closing Date pursuant to clause (ii) above until such time such Transferred Assets or cash equal to the Fair Market Value of such Transferred Assets as of the Effective Date are transferred by the Ceding Company to the Trust Account; provided, further, that all Transferred Assets required to be transferred to the Trust Account pursuant to clause (ii) above (or cash in an amount equal to the Fair Market Value of such Transferred Assets as of the Effective Date) must be transferred to the Trust Account no later than the fifth (5th) Business Day after the Closing Date.
(vi) If more than ten percent (10%) of the aggregate Fair Market Value of the Transferred Assets required to be transferred on the Closing Date in accordance with clause (ii) above is transferred to the Trust Account on any date following t...
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. No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a closing statement setting forth an item by item calculation of the Estimated Purchase Price in the form of the Example Statement (the “Closing Statement”). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the following:
(i) $50,000,000 of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, the Company, Buyer and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association (the “Escrow Agent”) as security for Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit B attached hereto;
(ii) on behalf of Seller and the Group Companies, (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Seller Expenses that are included in the Estimated Purchase Price, each as set forth on the Closing Statement and in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; and
(iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Adjustment Escrow Amount.
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 the aggregate of the Cash Consideration and the Inventory Purchase Price minus the Minimum Deposit (the “Closing Date Payment”), and (b) Sellers and Buyer shall direct the Escrow Agent to indefeasibly transfer the Minimum Deposit to an account designated by Sellers.
Closing Date Payments. At or prior to the Effective Time, the Buyer will pay or deliver:
(i) Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Amount”) by wire transfer of immediately available funds to U.S. Bank National Association (the “Escrow Agent”), as escrow agent under the Escrow Agreement by and among the Buyer, the Equityholder Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”), for deposit in an escrow account (the “Escrow Account”) to be established, maintained and managed by the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement and for the purposes set forth in Section 1.10(a) of this Agreement;
(ii) the Equityholder Expense Fund to the Equityholder Representative;
(iii) the applicable amount of any Estimated Closing Debt to be paid off at Closing included on the Flow of Funds Memorandum to each creditor identified therein;
(iv) the amount of the Estimated Transaction Expenses listed on the Flow of Funds Memorandum to each Person that is identified therein as being owed such Estimated Transaction Expenses;
(v) the aggregate amount of all Transaction Payments to the Company, which the Company shall promptly remit to the applicable recipient (less required withholdings which the Company shall promptly remit to the appropriate Taxing Authorities);
(vi) with respect to each Optionholder who has executed an Option Termination Agreement, the aggregate amount of the Optionholder Consideration payable as of the Closing Date to the Company, which the Company shall promptly remit to the applicable Optionholders (less required withholdings which the Company shall promptly remit to the appropriate Taxing Authorities);
(vii) deliver the remainder of the Estimated Adjusted Net Merger Consideration after the payments set forth above to the Paying Agent for distribution to the Stockholders in accordance with Section 1.6, Section 1.7(c), Section 1.8 and the Flow of Funds Memorandum.
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):
(a) decreased by the amount of the Performance Deposit paid by Purchaser to Seller;
(b) increased by the amount provided for under Section 6.1;
(c) increased or decreased, as appropriate, by the amount provided for under Section 6.2;
(d) increased or decreased, as appropriate by the amount provided for under Section 6.3;
(e) increased or decreased, as appropriate, by the amount provided for under Section 6.4;
(f) decreased, as appropriate, by any adjustments made for Purchased Assets excluded pursuant to Article III;
(g) to the extent determined prior to the Closing, decreased by the agreed or arbitrated net adjustment, if any, to which Purchaser is entitled for Alleged Adverse Conditions pursuant to Section 5.2;
(h) to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Purchaser is entitled for Casualty Loss pursuant to Article VII;
(i) increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.6;
(j) increased by the amount with respect to the ▇▇▇▇▇▇ Materials in accordance with Section 12.16; and
(k) 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. On the Closing Date, the Sellers’ Representative shall distribute the Closing Cash Payment in accordance with the below:
(a) The Sellers’ Representative shall distribute the applicable portion of the sum (the “Closing Cash Consideration”) of the Closing Cash Payment, plus the Blocker Cash Consideration, minus the Transaction Expenses, minus the Seller Reserve Amount to each Seller, by wire transfer of immediately available United States funds to one or more bank accounts designated by each such Seller, in accordance with the methodology set forth on Exhibit C, in each case, upon receipt of such Seller’s (other than IVP Cayman’s) completed and executed Surrender Forms.
(b) The Sellers’ Representative shall pay each Person owed any portion of the Transaction Expenses, by wire transfer of immediately available United States funds to one or more bank accounts designated by each such Person, the respective amount of the Transaction Expenses owed to such Person.
(c) The Sellers’ Representative shall deposit the Seller Reserve Amount in a segregated escrow account controlled by the Sellers’ Representative.
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.