Delivery of Purchase Consideration Sample Clauses

Delivery of Purchase Consideration. On the Closing Date, (i) Sellers shall be paid the Cash Consideration Amount minus the amount of the Deposit by wire transfer of immediately available funds to such accounts as shall be specified by the Sellers’ Representative in writing at least one (1) Business Day prior to the Closing Date, with each Seller receiving an amount equal to such Seller’s Proportionate Percentage of the total Cash Consideration Amount; and (ii) subject to Section 1.6(g), the Promissory Notes shall be issued by Merger Sub to Sellers with each Seller receiving a Promissory Note in a principal amount thereof equal to such Seller’s Proportionate Percentage of the aggregate principal amount of the Promissory Notes; provided, however, that subject to Section 1.6(g), the aggregate principal amount of the Promissory Notes issued at the Closing shall be increased by the Estimated Excess Amount, if any, or reduced by the Estimated Shortfall Amount, if any.
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Delivery of Purchase Consideration. Buyer shall deliver to HF Group Holding Corp. at Closing, subject to the terms and conditions of this Agreement, a total of 1,203,803 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of HF Foods Group Inc., a Delaware corporation that is the parent company of Seller, owned by Buyer, free and clear of all liens, claims, security interests and rights of third parties. The Shares have a deemed value1 at Closing ranging from $10.00 per share (“Minimum Share Value”) to $13.30 per share (“Target Share Value”), for which the Shares are exchanged for the Deemed Asset Value of the Assets, $12,038,029.51 (the “Total Purchase Consideration”), subject to the Purchase Consideration Adjustment as provided in Section 3.3. In no event shall the Total Purchase Consideration be greater than 1,203,803 shares nor less than 905,115 shares of Buyer’s shares of HF Foods Group Inc. In no event shall Buyer be obliged to provide any part of the Total Purchase Consideration in cash or any form of payment other than shares of HF Foods Group Inc. common stock delivered at the Closing and pursuant to the terms of the Escrow Agreement. HF Group Holding Corp. shall have the right at and after the Closing to have and to hold 905,115 of the Shares as irrevocably transferred, assigned and conveyed to it and HF Group Holding Corp. may thereafter deliver those shares to HF Foods Group Inc., or resell those shares, hold those shares as treasury shares, or retire those shares, in its sole discretion. 1 The Parties expressly acknowledge and agree that (a) the deemed share values of the Shares adopted for purposes of this Agreement are based upon historical market values of the Shares and are not based upon the market price of HF Foods Group Inc. common stock as of the date of this Agreement as quoted on Nasdaq or as otherwise might be determined; and (b) the market price of HF Foods Group Inc. common stock at any given time, as quoted on Nasdaq or as otherwise might be determined, shall have no application to or effect upon any term or condition of this Agreement except as specifically provided in Section 3.3 for purposes of calculation of the 250-day VWAP.
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Delivery of Purchase Consideration. CNG shall have delivered or caused to be delivered to Coda the Merger Consideration by wire transfer.
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Delivery of Purchase Consideration. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Buyer shall issue to Seller, for subscription by Seller, and deliver shares of Buyer Common Stock comprising the Purchase Consideration to Seller free and clear of all Encumbrances and in compliance with applicable laws.
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Delivery of Purchase Consideration. At the Closing, Purchaser shall deliver to Seller by wire transfer of immediately available funds to the account designated by Seller by written instruction prior to the Closing, an amount equal to Five Million Five Hundred Fifty Thousand U.S. Dollars and NO/100 ($5,550,000.00) (the "Purchase Consideration").
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Delivery of Purchase Consideration. PEC and PDC shall have made delivery to the Foundation and Greaxxxxxx Xxxritable Remainder Trust of the Purchase Consideration as provided for in Section 1.2 of this Agreement.
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Delivery of Purchase Consideration. Buyer shall have paid, by or wire transfer, component (A) of the Purchase Price in accordance with Section 3.2(a) of this Agreement.
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Delivery of Purchase Consideration 
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Related to Delivery of Purchase Consideration

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

  • Delivery of Purchased Assets The Seller shall have delivered possession of the Purchased Assets to the Purchaser, and shall have made all intangible Purchased Assets available to the Purchaser.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase, Sale and Delivery of Shares (a) On the basis of the representations, warranties and covenants contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.

  • Receipt of Purchase Price Receipt of the Purchase Price and any adjustments due Seller under Article VII at the Closing in the manner herein provided.

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Sale and Delivery of Shares (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Manager, acting as sales agent, and the Manager agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms.

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