Examples of Closing Date Shareholder in a sentence
Subject to the terms and conditions herein contained, on the Closing Date, Shareholder shall deliver to Buyer, among the other deliveries required by this Agreement, an assignment and xxxx of sale transferring the Share(the “Assignment and Xxxx of Sale”).
If a Parent Closing Date Shareholder cannot be located prior to one year after the Effective Time (or immediately prior to such earlier date on which such portion of a Payment would otherwise escheat to or become the property of any Governmental Entity), any such portion of a Payment shall, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.
As of the Closing Date, Shareholder will have sole voting power and sole power of disposition with respect to all of its Shares, provided, however, that the Shares shall be appropriately legended to reflect the Proxy granted herein.
Between the date of this Agreement and the Closing Date, Shareholder will cause the PVC extrusion equipment lines, as well as the related molds and tooling if any, used by Simex, Inc.
Within five Business Days following the termination of the 120-day period following the Closing Date, Shareholder shall deliver to Purchaser an amount in cash equal to the percentage set forth on Schedule 5(a) hereto of the aggregate amount of the face value of the Accounts Receivable that were included in the Final Closing Date Balance Sheet but which were not collected by the Practice as of the end of such 120-day period (such amount being referred to herein as the “Uncollected Amount”).
As of the Closing Date, Shareholder will own all of the Shares, free and clear of any lien, charge or other encumbrance, other than this Proxy, and one or more pledges of the all or a portion of the Shares or of Shareholder itself, to certain creditors, the provisions of which pledge agreements shall provide that such creditors will continue to be subject hereto (each, a “Pledge Agreement”).
Shareholder agrees that for a period of 18 months from the Closing Date Shareholder will not engage in any transaction that results in a change of control of, or solicit any third party to engage in any transaction that results in a change of control of, the Company, any subsidiaries or divisions thereof or any successors thereto.
For a period of five (5) years from the Closing Date, Shareholder shall maintain a personal net worth of at least $15,000,000.
If the amount required to be paid as the Purchase Price based on the Final Closing Date Net Working Capital is less than the amount paid to Shareholder on the Closing Date, Shareholder shall pay the amount of such shortfall to Buyer in readily available funds via wire transfer to an account designated by Buyer.
Prior to the date that is six (6) months after the Closing Date, Shareholder agrees not to cause or permit any Transfer of any Securities to be effected or to seek or solicit any Transfer.