Payment and Allocation of Amount of Purchase Price Payable to Unaccredited Stockholders Sample Clauses

Payment and Allocation of Amount of Purchase Price Payable to Unaccredited Stockholders. Subject to the terms of this Agreement and as adjusted pursuant to paragraph 1.5.4, the Amount of Purchase Price Payable to Unaccredited Stockholders shall be allocated on a pro-rata basis among each of the holders of the Company Common Stock owned by Unaccredited Stockholders based on the number of shares of the Company Common Stock owned by each such Unaccredited Stockholder immediately prior to the Effective Time, with the amount allocated for each share of the Company Common Stock owned by the Unaccredited Stockholders outstanding immediately prior to the Effective Time determined by dividing the Amount of Purchase Price Payable to Unaccredited Stockholders by the number of shares of Company Common Stock owned by all of the Unaccredited Stockholders issued and outstanding immediately prior to the Effective Time. At the Closing, the Parent shall pay to a paying agent selected by the Representatives, which paying agent shall be satisfactory to the Parent (the “Paying Agent”), the Amount of Purchase Price Payable to Unaccredited Stockholders, in good funds, to hold and pay such to the Unaccredited Stockholders on a pro-rata basis pursuant to the terms hereof and the Paying Agent Agreement (as defined in paragraph 1.5.5). The Paying Agent shall pay to each of the Unaccredited Stockholders his, her or its pro-rata share of the Amount of Purchase Price Payable to Unaccredited Stockholders within seven (7) business days after receipt by the Parent or the Paying Agent of a Company certificate or Company certificates, duly endorsed and assigned to the order of the Parent by such holder, representing all of the shares of the Company Common Stock held by such holder, and delivery to the Parent or the Paying Agent of a duly executed and completed Letter of Transmittal, the pro-rata portion of the Amount of Purchase Price Payable to Unaccredited Stockholders due to such Unaccredited Stockholder pursuant to this paragraph 1.5.1.
Sample 1
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Related to Payment and Allocation of Amount of Purchase Price Payable to Unaccredited Stockholders

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights The Purchase Price, the number of shares of Preferred Stock or other securities or property purchasable upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Payment of Purchase Price for the Mortgage Loans (a) In consideration of the sale of the Initial Mortgage Loans from each of the Sellers to the Purchaser on the Closing Date, the Purchaser agrees to transfer to the applicable Seller on the Closing Date the purchase price for the applicable Initial Mortgage Loans provided in the Adoption Annex attached as Annex 1 to this Agreement (the "Adoption Annex").

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

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

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Adjustment of Purchase Price, Number of Shares or Number of Rights The Purchase Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

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