Second Closing Purchase Price. At the Second Closing, Buyer shall pay in immediately available funds by wire transfer the Second Closing Preliminary Purchase Price (in proportion to such Seller’s Applicable Ownership Percentage) to an account or accounts that have been designated by each Seller to Buyer in writing at least two (2) Business Days prior to the Second Closing (such Second Closing Preliminary Purchase Price, as adjusted in accordance with Section 2.4, shall be the “Second Closing Purchase Price”).
Second Closing Purchase Price. The purchase price for the Stock purchased on the Second Closing will be such amount that equal twenty percent (20%) of the Updated Enterprise Value of the Company, as reasonably determined based on a valuation to be conducted in Q4 2018 using the same valuation formulas used to set the Enterprise Value for the First Closing (the “Second Closing Purchased Stock Purchase Price”). The Second Closing Purchased Stock Purchase Price is subject to adjustments as set forth in this Agreement. This amount will be paid in connection with the Second Closing.
Second Closing Purchase Price. The closing date in relation to the Second Closing Purchase Price shall be the fifth (5th) business day after the actual effective date of the Registration Statement described in Section 11.1(iv) (the "Second Closing Date"). Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Second Closing Date each Subscriber shall purchase and the Company shall sell to each Subscriber a Note in the principal amount designated on the signature page hereto ("Second Closing Notes"). The aggregate Purchase Price of the Second Closing Notes for all Subscribers shall be equal to the Second Closing Purchase Price. The Second Closing Note shall be identical to the Note issuable on the Initial Closing Date except that the maturity date on the Second Closing Note shall be three years after the Second Closing Date.
Second Closing Purchase Price. For the Second Tranche Notes and the Warrants, CGSY shall deliver to LaSalle a promissory note in the principal amount of $606,000 (the “Second Closing Purchase Price”).
Second Closing Purchase Price. (Section 2.1): Ninety-Five Million Six Hundred Thousand and 00/100 Dollars ($95,600,000.00) in aggregate consisting of (i) Seventy-Three Million Seven Hundred Thousand and 00/100 Dollars ($73,700,000.00) for the Improved Property and (ii) Twenty-One Million Nine Hundred Thousand and 00/100 Dollars ($21,900,000.00) for the Unimproved Land.
Second Closing Purchase Price. On or immediately after the First Closing Date, and provided that the First Closing has occurred, Buyer shall deposit with Escrow Holder cash by means of a confirmed wire transfer through the Federal Reserve System or cashier’s check in the amount of the Second Closing Purchase Price (collectively and with all interest accrued thereon in escrow, the “Second Closing Funds”). The Second Closing Funds shall be returned to Buyer as provided in Section 3.2.2 and Section 4.4 below in the event the Second Closing fails to occur for any reason, subject to Section 16.2 below and Section 13. Notwithstanding foregoing, Buyer and Seller hereby acknowledge and agree that in the event that the First Closing occurs and the Deposit is applied to the First Closing Purchase Price but the Second Closing does not occur solely as a result of Buyer’s default under this Agreement beyond any applicable notice and cure period, then a portion of the Second Closing Funds, in an amount equal to Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00), may be retained by Seller as liquidated damages pursuant to Section 16.2 below, which shall constitute the “Deposit” with respect to the Second Closing.
Second Closing Purchase Price. Upon the Second Closing as contemplated by Sections 2.2 , 3.2, 4.1.2, 4.2.2, 4.3.2, and 4.4.2 hereof, Eagle shall be obligated to pay Xxxx the sum of $1,200,000 payable as follows: (i) $280,000 ("Cash Payment") in cash or wire transfer of federal funds at the Second Closing; and (ii) the sum of $920,000.00 by delivering to Xxxx of a recourse promissory note ("Note") in the form attached hereto as Exhibit L. The Note shall be secured by a first priority deed of trust and security interest ("Deed of Trust") on the Amarillo Property, the Eloy Property, the leasehold interests of Eagle in the Leases for the London Ohio Facility, Xxxxxxxx Arizona Facility, Eloy Arizona Facility, and Lake Station Indiana Facility and the personal property located on the Facilities in the form attached hereto as Exhibit M. The financial terms of the Note are to be as follows: interest at 9% per annum, term of five (5) years from the Second Closing and monthly payments based on a fifteen year amortization of the principal and interest.
Second Closing Purchase Price. The Second Closing Purchase Price, as adjusted pursuant to Section 2.4(c), and, if applicable, payable as provided in Section 7.5;
Second Closing Purchase Price. On the Second Closing Date, (i) the Investor shall pay the Second Closing Purchase Price to the Company as consideration for the Second Closing Preferred Shares and the Second Closing Warrants to be issued and sold to the Investor at the Second Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions as furnished to the Investor and (ii) the Company shall (A) cause its Transfer Agent through the DTC Fast Automated Securities Transfer Program to credit the Second Closing Preferred Shares to the Investor’s or its designee’s specified account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to the Investor the Second Closing Warrant pursuant to which the Investor shall have the right to acquire up to the Second Closing Warrant Shares, (C) pay to the Placement Agent, by offset from the Second Closing Purchase Price, the portion of the Placement Agent Fee payable on the Second Closing Date, and (D) deliver to the Investor the other documents, instruments and certificates set forth in this Agreement. For clarification purposes, the Second Closing Preferred Shares and the Second Closing Warrants shall be deemed to be issued to the Investor in a single unified transaction and not in separate transactions.
Second Closing Purchase Price. (i) The consideration to be paid to the Sellers at the Second Closing for the Purchased Assets shall be paid among the Sellers as directed by Harlxxx xxxor to the Second Closing Date and will consist of 4,400,000 shares of Netzee Common Stock (subject to appropriate adjustment to reflect any stock dividends, stock splits, reverse splits, recapitalizations and similar matters), which constitutes less than twenty percent (20%) of the outstanding Netzee Common Stock as of the date of this Agreement.
