Parent Closing Payments Sample Clauses

Parent Closing Payments. (i) On the Closing Date (or as soon as practicable thereafter (but in no event later than one (1) Business Day following the Closing Date), Parent shall initiate transfer, or cause to be transferred, to the Exchange Agent the amount of cash and stock payable to the Stockholders (including holders of Vested Company Options) at Closing pursuant to Section 1.6(b)(i) in exchange for all shares of Company Capital Stock outstanding as of immediately prior to the First Merger Effective Time.
Sample 1
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Parent Closing Payments. (i) On the Closing Date, Parent shall transfer to the Exchange Agent the cash portion of the Merger Consideration payable pursuant to Section 1.6(b)(i) in exchange for shares of Company Capital Stock outstanding as of immediately prior to the First Merger Effective Time.
Sample 1
Parent Closing Payments. (i) On the Closing Date (or as soon as practicable thereafter (but in no event later than two (2) Business Days following the Closing Date)), Parent shall transfer, or cause to be transferred, (i) to the Exchange Agent the amount of cash and the number of shares of Parent Common Stock (less the number of shares of Parent Common Stock subject to the Consideration Holdback Agreement) payable to the Stockholders at the Closing pursuant to Section 1.6(b)(i) in exchange for all shares of Company Capital Stock outstanding as of immediately prior to the First Merger Effective Time and (ii) to the Escrow Agent the number of shares of Parent Common Stock to be held and distributed in accordance with the terms of the Consideration Holdback Agreement.
Sample 1
Parent Closing Payments. (i) Within two (2) Business Days of the Closing Date, Parent shall deliver to the paying agent the cash portion of the Total Consideration payable to the Company Security Holders pursuant to Section 1.7, less the cash portion of the Escrow Amount, which will be deposited into escrow pursuant to Section 1.11(a)(ii) and the Expense Fund Amount, which will be deposited with the Stockholder Representative pursuant to Section 1.11(a)(iii), in each case, assuming for this purpose a Cash Election Percentage of 100% for any Company Stockholder who has not then submitted a properly completed Investor Questionnaire and Letter of Transmittal (each, an “Non-Electing Holder”).
Sample 1
Parent Closing Payments. At the Effective Time, Parent shall:
Sample 1
Parent Closing Payments. (i) At the Effective Time, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation after the Effective Time) to, pay to the Paying Agent the amount of cash payable to the Holders at the Closing pursuant to Section 1.6(b)(i) and as set forth on the Payment Spreadsheet in respect of all shares of Company Capital Stock and Company Warrants held by such Holder outstanding as of immediately prior to the Effective Time.
Sample 1
Parent Closing Payments. At Closing, Parent shall pay each of the Company employees listed on Exhibit 9.10 a special one-time payment in the amount listed opposite such employee’s name on Exhibit 9.10, provided each such Company employee is employed by the Company or a Company Subsidiary at Closing. The payment may be made through the Company or a Company Subsidiary. Such payments shall be paid regardless of whether any of the Company employees listed on Exhibit 9.10 receives a bonus payment from the Company in connection with the Transaction (in accordance with the terms of this Agreement). Parent shall have fulfilled its obligations hereunder if the payment order has been irrevocably issued to the transacting bank.
Sample 1
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Related to Parent Closing Payments

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

  • 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 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.”

  • 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 Consideration The closing consideration shall be delivered at the Closing as follows:

  • 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.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

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