The Closing; Payment of Purchase Price, and Founders' Compensation Sample Clauses

The Closing; Payment of Purchase Price, and Founders' Compensation. (a) The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Maslxx Xxxxxxx Xxxxxx & Xrand, LLP, 3300 Norwest Center, 90 Sxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, xx 9:00 a.m. on September 30, 1997 (the "Closing Date"), or at such other place and on such other date as is mutually agreeable to Buyer and Seller. At the Closing, Seller will assign and transfer to Buyer good and valid title in and to the Shares, free and clear of all liens, by delivering to Buyer stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank. Each of the parties shall deliver to the other the documents required to be delivered pursuant to Article VI hereof. (b) The Purchase Price payable hereunder by Buyer for the Shares herein provided to be sold and the Founders' Compensation (as defined below) shall be payable as follows: (i) Buyer shall pay to Seller at the Closing the sum of $9,975,000 by wire transfer of immediately available funds to an account designated by Seller. (ii) Buyer shall pay to Seller the sum of $3,325,000 in the form of certificates representing unregistered shares of Buyer's common stock, $.01 par value per share (the "Common Stock") in a share denomination equal to the quotient derived by dividing $3,325,000 by the average closing price for the Common Stock on the Nasdaq National Market System during the twenty trading days ending on the earlier of the date of the parties' mutual public announcement of the transactions contemplated hereby in accordance with Section 11 hereof or the business day immediately preceding the Closing Date (the "Average Price"), of which Shares equal to $2,475,000 (valued at the closing price for the Common Stock on the Nasdaq National Market System on the business day immediately preceding the Closing Date) shall be paid pursuant to Section 1.03(b)(iii) below and the remaining Shares (the "Primary Shares") shall be paid to Seller at Closing. In no event shall Buyer have any obligation to issue any fractional shares of Common Stock. The value of any remaining fractional share, determined with reference to the Average Price, shall be paid to Seller at the Closing in the manner set forth in Section 1.03(b)(i). The Primary Shares shall be subject to the provisions of Article X hereof pertaining to registration under the Securities Act of 1933, as amended (the "Securities Act"). (iii) The sum of $2,475,...
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Related to The Closing; Payment of Purchase Price, and Founders' Compensation

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

  • 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 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:

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

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

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

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

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

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