Pursuant to the Xxxxx Agreement and at the Closing Sample Clauses

Pursuant to the Xxxxx Agreement and at the Closing. Xxxxx is entitled to receive in payment of its investment banking fee: (a) $191,452 in cash, (b) a number of shares of Parent Stock out of the Stock Component that is equal to $378,577 divided by the IPO Price, rounded down to the nearest whole share, under terms and conditions identical to those pertaining to the Parent Stock received by the Stockholders, (c) $76,581 in aggregate value of Notes under terms and conditions identical to those pertaining to the Notes received by the Stockholders, and (d) 3,000 Warrants under terms and conditions identical to those pertaining to the Warrants to be received by the Stockholders. Accordingly, each of the Stockholders instructs Parent to reduce the cash, Parent Stock, original principal amount of Notes, and Warrants otherwise payable and issuable to each Stockholder pursuant to Section 3 as set forth in the following table: Value of Cash to be Withheld Stock Reduction in Original Warrants to Stockholder Name Percentage Withheld at IPO Price Principal Amount of Notes be withheld ---------------- ---------- -------- ------------ ------------------------- ----------- Xxxx X. Xxxxxxx 28.75% $55,042 $106,880 $22,017 862.5 Xxxxx X. Xxxxx 28.75% $55,042 $106,880 $22,017 862.5 X. Xxxxxxx Van Leur 12.5 % $23,932 $ 43,723 $ 9,573 375 Xxxxxxx Xxxxxx 15 % $28,718 $ 60,542 $11,487 450 Xxxx Vanderberge 15 % $28,718 $ 60,542 $11,487 450 Total 100 % $191,452 $378,577 $76,581 3,000 Parent is further authorized to pay the entire $191,452 in cash directly to Xxxxx and issue the Parent Stock, Notes, and Warrants described in the chart above to the principals of Xxxxx according to the chart below: IPO Value Xxxxx Principal Parent Stock Notes Warrants --------------- ------------ ----- -------- Xxxx X. Xxxxx $128,716 $26,037 1,020 J. Xxxxxxx Xxxx $128,716 $26,037 1,020 Xxxxxxxx, Inc. $ 75,715 $15,316 600 Xxxxxxx X. Xxxxxx $ 45,429 $ 9,190 360 Total $378,577 $76,581 3,000 Each of the foregoing principals of Xxxxx has executed this Agreement to evidence his or its agreement to be bound by the terms of Sections 17, 18, 19 and 20 thereof to the same extent if he or it was named as a Stockholder herein. Ths address of each of the foregoing for purposes of Section 20.8 is 0 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxxx Xxx 000, Xxxxxxxxxxx, Xxxxxxxx 00000-0000 (Telecopy No. 540-687-8112). 20.6 Beneficial Owners.
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Related to Pursuant to the Xxxxx Agreement and at the Closing

  • Actions at the Closing At the Closing:

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Deliveries at the Closing At the Closing:

  • Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

  • Transactions to be Effected at the Closing (a) At the Closing, Buyer shall:

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

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