Payment of the Purchase Price Sample Clauses
Payment of the Purchase Price. The Investor shall have delivered to the Company the Purchase Price in accordance with Section 1.2.
Payment of the Purchase Price. The Purchase Price will be paid by the delivery of a cheque.
Payment of the Purchase Price. The Purchase Price (to the extent paid in US Dollars) will be paid by the Buyer to the Seller of the Shares by wire transfer of immediately available funds to an account designated in writing by the Seller.
Payment of the Purchase Price. 2.2.1 Within forty-eight (48) hours of the entry of a Bidding Procedures Order providing for the payment of a Break-up Fee and Expense Reimbursement as set forth in Section 6.4.2 below, Purchaser will execute and deliver to Sellers and an escrow agent mutually acceptable to Sellers and Purchaser (the “Escrow Agent”) an escrow agreement among Purchaser, Sellers and the Escrow Agent (the “Escrow Agreement”) and, upon execution and delivery of the Escrow Agreement by each of the other parties thereto, Purchaser will deliver to the Escrow Agent, pursuant to the terms of the Escrow Agreement, an amount equal to One Million U.S. Dollars ($1,000,000.00) in immediately available funds (the “Cash Deposit”). Any fees or costs payable to the Escrow Agent or in connection with the Escrow Agreement shall be divided evenly and payable one-half by Purchaser and one-half by Sellers. The Cash Deposit shall be held by the Escrow Agent in an interest-bearing account reasonably acceptable to Purchaser and Sellers. The Cash Deposit shall be held by the Escrow Agent and be released as follows:
2.2.1.1 If the Closing occurs, Sellers and Purchaser shall jointly instruct the Escrow Agent to, on the Closing Date, deliver the Cash Deposit, together with all accrued investment income thereon, by wire transfer of immediately available funds, to Sellers, as provided in Section 2.2.2.3 in accordance with the instructions provided to the Escrow Agent (and such amounts shall be applied as a credit toward the payment of the Purchase Price).
2.2.1.2 If this Agreement is terminated by Sellers pursuant to Section 10.1.6 and Sellers are not then in breach of Sellers’ obligations pursuant to this Agreement, the Escrow Agent shall deliver the Cash Deposit, together with all accrued investment income thereon, in accordance with the terms of the Escrow Agreement and if such deposit is delivered to, or becomes deliverable to, anyone other than Purchaser such deposit will constitute liquidated damages. Because it would be impractical and extremely difficult to determine the extent of any damages that might result from a breach of, or default under, this Agreement by Purchaser prior to the Closing, it is understood and agreed that such liquidated damages (in an amount equal to the Cash Deposit) represent Purchaser’s and Sellers’ reasonable estimate of actual damages, such liquidated damages do not constitute a penalty and such deposit will constitute Sellers’ sole and exclusive remedy for any breach ...
Payment of the Purchase Price. 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth:
(a) its good faith and reasonable best estimates of:
(i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and
(ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and
(b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”).
4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price
(a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and
(b) less the Aggregate Initial Principal Balance of the Notes.
4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount
(a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000;
(b) plus the Estimated Cash;
(c) less the Unpaid Transaction Expenses;
(d) less the Cash Purchase Price;
(e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and
(f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement.
4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8.
4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt.
4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer t...
Payment of the Purchase Price. The Purchase Price shall be paid as follows:
Payment of the Purchase Price. 3.3.1 Subject to the terms of this Agreement (including in particular the conditions precedent set out in Clause 4.1), the Purchaser shall pay on the Closing Date an amount equal to three million and five hundred thousand euro (EUR 3,500,000) (the “First Tranche”) to the Seller by wire transfer of immediately available funds to the following third party account (“derdengeldenrekening”) of the Dutch Notary: · Bank: [***] · Account name:[***] · IBAN: [***] · BIC: [***]
3.3.2 Without prejudice to Clause 3.4.2, the Purchaser shall pay on the first Business Day following the date of the third (3rd) anniversary of the Closing Date the remainder of the Purchase Price, i.e. an amount equal to seven hundred fifty thousand euro (EUR 750,000) (the “Second Tranche”) to the Seller by wire transfer of immediately available funds to the following bank account or any other bank account notified by the Seller to the Purchaser for such purposes: · Bank: [***] · IBAN: [***] · BIC: [***]
3.3.3 Payment of the Price Adjustment Amount
(i) If the Purchase Price is adjusted upwards, the Purchaser shall pay the Price Adjustment Amount, together with any interest thereon, to the Seller on the fifth (5th) Business Day after the final determination of the Purchase Price Amount in accordance with Clause 3.2, by wire transfer of immediately available funds to the Seller’s bank account referred to in Clause 3.3.2 or any other bank account notified by the Seller to the Purchaser for such purposes.
(ii) If the Purchase Price is adjusted downwards, the Seller shall pay the Price Adjustment Amount, together with any interest thereon, to the Purchaser on the fifth (5th) Business Day after the final determination of the Purchase [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. Price Amount in accordance with Clause 3.2, by wire transfer of immediately available funds to the following bank account or any other account notified by the Purchaser to the Seller for such purposes: · Bank: [***] · IBAN: [***] · BIC: [***]
Payment of the Purchase Price. (a) Subject to Section 2.5, in consideration for the sale of the Purchased Interests pursuant to Section 2.1(b), the Purchaser shall pay an aggregate amount equal to (i) the Base Price, less (ii) the Estimated Closing Date Debt, less (iii) the Estimated Closing Date Transaction Expenses, less (iv) the Estimated Working Capital Deficit, if any, plus (v) the Estimated Closing Date Cash (such calculated amount, the “Purchase Price”). At the Closing, in the following chronological order, the Purchaser shall pay:
(i) on behalf of the Sellers and the Company, as the case may be, and as directed by the Sellers’ Representative, the amounts necessary to pay the Estimated Closing Date Transaction Expenses (which such amounts and payees the Sellers’ Representative shall deliver to the Purchaser prior to the Closing);
(ii) to the holders of any Estimated Closing Date Debt of the type referred to in clauses (a) through (g) of the definition of Indebtedness, the amount required to pay in full and discharge all such Indebtedness in accordance with the Payoff Statements;
(iii) to the Escrow Agent, the Indemnity Escrow Amount;
(iv) to the Sellers’ Representative, on behalf of the Participating Sellers, 431,996 shares of Parent Stock, for further distribution to the Participating Sellers in accordance with the allocation set forth on Schedule 3.4;
(v) to the Sellers’ Representative, an amount in cash equal to $3,750,000 (the “Expense Fund”), to be held on behalf of the Sellers and used at the discretion of the Sellers’ Representative to satisfy or enforce any of the Sellers’ obligations hereunder (or any expenses related thereto); and
(vi) to the Sellers, by wire transfer of immediately available funds to the account(s) designated in writing by Sellers’ Representative at least three days prior to the Closing Date, an aggregate amount in cash (the “Closing Payment”) equal to (A) the Purchase Price, minus (B) the Indemnity Escrow Amount, minus (C) an amount equal to the Expense Fund, minus (D) an amount equal to the Parent Stock Value. The Closing Payment shall be paid to each Seller in accordance with, if applicable, such Sellers’ Pro Rata Share; provided, however, for purposes of such allocation, an amount equal to the Parent Stock Value shall be added to the Closing Payment and with respect to each Participating Seller, an amount equal to the Stock Price multiplied by the number of shares of Parent Stock allocated to such Participating Seller shall be deducted from such Pa...
Payment of the Purchase Price. (a) On the Closing Date, Edge shall cause the Purchaser to make an initial payment to the Seller of $227,750 plus the amount determined in Section 2.3(c) (the "Initial Cash Payment") to be credited against payment of the Minimum Purchase Price.
(b) Each month beginning with the first full month after the Closing Date, Edge shall cause the Purchaser to make a payment to the Seller, to the extent the Purchaser has sufficient cash to do so, of the sum of (i) the amount that the Purchaser's Working Capital exceeds Required Working Capital measured as of the last day of such month (the "Measured Monthly Payment") plus (ii) the fixed dollar amount, if any (the "Estimated Monthly Payment"), that Edge determines in its sole and absolute discretion to pay to the Seller in addition to the Measured Monthly Payment based on the performance of the Purchaser for the first three (3) full months following the Closing Date (the Measured Monthly Payments and the Estimated Monthly Payments, if any, shall be collectively referred to as the "Monthly Payments"). No payment will be due by the Purchaser until the fifth day after the financial statements necessary to determine the Monthly Payment have been delivered to Edge. Monthly Payments will be credited against payment of the Minimum Purchase Price, and no Monthly Payment shall be made which would result in total credits against the Purchase Price exceeding the remaining unpaid balance of the Minimum Purchase Price.
(c) In the event that Edge receives proceeds from the issuance of its capital stock (or indebtedness convertible into its capital stock) during the Measurement Period (an "Equity Raise"), then Edge agrees to cause the Purchaser to advance to the Seller (the "Fund-raising Payments") the amount of twenty percent (20%) of the net proceeds of such Equity Raise until the total net proceeds of such Equity Raises exceeds one million dollars ($1,000,000), after which Edge shall cause the Purchaser to advance to the Seller ten percent (10%) of any net proceeds in excess of one million dollars ($1,000,000) during the Measurement Period. Fund- raising Payments will be credited against payment of the Minimum Purchase Price, and no Fund-raising Payment shall be made which would result in total credits against the Purchase Price exceeding the remaining unpaid balance of the Minimum Purchase Price. "Net proceeds" as used herein shall mean gross proceeds from such Equity Raise, less all purchase price discounts provided to the fu...
Payment of the Purchase Price. Each Purchaser shall pay the applicable Purchase Price in respect of the shares purchased by such Purchaser pursuant to Section 2.1 to the Company by wire transfer of immediately available funds to the account specified by the Company to such Purchaser in writing not less than five (5) Business Days prior to the Closing.