Initial Closing Payment Sample Clauses

Initial Closing Payment. (a) Subject to the terms and conditions of this Agreement, including, without limitation, the valid adoption by the Company of the Charter and the Certificate of Designation and the filing thereof with the Secretary of State of Delaware, the valid adoption by the Company of its By-laws (the "By-laws"), in the form of Exhibit 1.2(a) attached hereto and made a part hereof, and upon the basis of the representations and warranties herein contained or at such earlier or later date as the parties shall agree, the Company hereby agrees to sell to you and issue to you or your nominee, and you agree to purchase from the Company, (i) for the amount set forth to the right of your name under the heading "Initial Subordinated Note Investment" on Exhibit A.1 which is attached hereto and made a part hereof, that principal amount of Subordinated Notes, (ii) for the amount set forth to the right of your name under the heading "Initial Series A Preferred Stock Investment" on Exhibit A.1 which is attached hereto and made a part hereof, the number of shares of Series A Stock set forth under the heading "Initial Series A Preferred Stock Purchased" at a purchase price of $10.00 per share and (iii) for the amount set forth to the right of your name under the heading "Common Stock Investment" on Exhibit A.1 which is attached hereto and made a part hereof, the number of shares of Common Stock, $.001 par value (the "Common Stock") set forth under the heading "Common Stock Purchased" at a purchase price of $.05 per share (collectively, the "Initial Investment"). The proceeds of $1.8 million from this Initial Investment shall be disbursed to the Company in three installments of $600,000 as follows: (i)$600,000 which shall be comprised of proceeds from the sale of 32,210 shares of the Series A Stock, 2,000,000 shares of Common Stock and $0.178 million of
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Initial Closing Payment. At the Initial Closing, (i) each Purchaser shall pay to the Company, by wire transfer of immediately available funds to an account designated by the
Sample 1
Initial Closing Payment. At the Closing Arrow will pay to each Selling Securityholder such Selling Securityholder's Percentage of FFR 211.7 million in immediately available funds by wire transfer to an account designated by such Selling Securityholder at least three (3) business days prior to the Closing Date (the "Closing Payment").
Sample 1
Initial Closing Payment. At the Initial Closing, Buyer shall pay and deliver to Seller by cashier’s check or wire transfer the amount of One Hundred Thousand Dollars ($100,000.00), less the amount of any Advances.
Sample 1
Initial Closing Payment. On the Initial Closing Date, the Purchaser shall pay to the Vendors the aggregate amount of €91,305,000 (ninety-one million three hundred and five thousand euros) in immediately available funds with value date on the Initial Closing Date by bank wire transfer to the bank accounts specified in the Pre-Closing Statement. Such amount is equal to 100% of the Estimated First Tranche Purchase Price less an amount equal to (i) the absolute value of the Estimated Net Debt less (ii) €195,000 (one hundred ninety five thousand euros) ((i) and (ii) together the "Buffer").
Sample 1
Initial Closing Payment. At the Effective Time, and subject to the provisions of Article 3 hereof, Parent shall make a cash payment equal to the Initial Closing Payment Amount, subject to the provisions of Article 3 hereof, the remainder of the Initial Closing Payment Amount shall be payable in cash to the Participating Rights Holders in the respective amounts set forth on the Merger Consideration Certificate (as defined in Section 2.8 below) as being payable to each Participating Rights Holder in respect of the Initial Closing Payment Amount.
Sample 1
Initial Closing Payment. The closing of the Initial Repurchase (the "INITIAL CLOSING") shall occur on the business day (the "INITIAL CLOSING DATE") immediately following, and at the same place as, the PO Closing. At the Initial Closing, the Stockholder shall deliver to the Company certificates representing the Initial Repurchase Shares duly endorsed and in proper form for transfer to the Company, and the Company shall pay to the Stockholder an amount equal to the Repurchase Price multiplied by the number of the Initial Repurchase Shares by wire transfer of immediately available funds to an account designated by the Stockholder not less than two business days prior to the Initial Closing Date.
Sample 1
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Initial Closing Payment. The portion of the Purchase Price payable by Purchaser at the Initial Closing shall be an amount equal to the product of (A) the sum of (i) $375,000,000, minus (ii) the aggregate amount of Closing Date Indebtedness in excess of $50,000,000, if applicable, multiplied by (B) a fraction whereby the numerator is the number of Target Shares (calculated on an as converted to Company Ordinary Shares basis) held by the Stockholders listed on Schedule A hereto and the denominator is the Fully Diluted Company Capital Stock (the “Initial Closing Date Payment”). At the Initial Closing, Purchaser shall issue certificates to the Stockholders and the Escrow Agent representing the aggregate number of shares of Purchaser Common Stock equal to the sum of (x) the Initial Closing Date Payment, minus (y) the product of (i) the Escrow Amount, multiplied by (ii) a fraction whereby the numerator is the number of Target Shares (calculated on an as converted to Company Ordinary Shares basis) held by the Stockholders listed on Schedule A hereto and the denominator is the aggregate number of Target Shares (calculated on an as converted to Company Ordinary Shares basis), divided by (z) Purchaser Per Share Price, and such certificates shall be allocated in accordance with Section 1.4.
Sample 1
Initial Closing Payment. At the Closing, the Purchaser shall pay to the Sellers the Adjusted GAAP Equity calculated from the 2004 GAAP Balance Sheet (as defined in Article XI) minus the Closing Date BIPD Funding Requirement (as defined in the BIPD Agreement) and minus any net adverse development on the Loss Reserves (as defined in Section 7.1) since December 31, 2004, on Loss Reserves as of December 31, 2004, based upon actuarial select in the latest quarterly Independent Actuarial Evaluation (as defined in Section 7.2) available (the “Initial Closing Payment”).
Sample 1

Related to Initial Closing Payment

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • First Closing The First Closing shall have occurred.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

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