Action by Buyer. Subject to the terms and conditions herein contained, on the Closing Date, Buyer shall deliver to Shareholder, among the other deliveries required by this Agreement, in payment of the Purchase Price for the Shares, the Cash Payment.
Action by Buyer. With respect to any action, notice, consent, approval or waiver that is required to be taken or given or that may be taken or given by Buyer prior to or after the Closing Date, such action, notice, consent, approval or waiver shall be taken or given by the Conflicts Committee on behalf of Buyer.
Action by Buyer. 19 3.3. Action by the Selling Shareholders........................19 3.4.
Action by Buyer. Subject to the terms and conditions herein contained, on the Closing Date, Buyer shall deliver to the Selling Shareholders (in addition to the documents and instruments to be delivered by it pursuant to Sections 4 and 10 hereof), on account of the Purchase Price for the Company Shares plus or minus any adjustments thereto as provided in Section 2.2, (i) $20,848,192.82 adjusted pursuant to Sections 2.1, 2.2.5, 2.3.7, 3.4 and 4.15), by wire transfer of immediately available funds to the accounts designated by the Selling Shareholders, which consideration shall be paid pro rata in accordance with their share ownership of the Company; and (ii) $1,000,000 deposited into an interest bearing escrow account (the "Escrow Account") with Xxxxxx Xxxxxxxxxx LLP (the "Escrow Agent") pursuant to the terms of the escrow agreement, substantially in the form attached hereto as Exhibit B (the "Escrow Agreement"), which consideration shall be held pending the determination of any adjustments to the Purchase Price as may be required pursuant to Section 2.2.3.
Action by Buyer. Simultaneously herewith, Buyer is delivering or causing to be delivered to Stockholder (in addition to the documents and instruments to be delivered by it pursuant to paragraph 3 hereof), (a) on account of the Purchase Price (i) $50,000, (ii) the Promissory Notes, (iii) certificates representing the Stock Consideration registered as directed by the Stockholder and (b) an opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Buyer, dated the Closing Date, in substantially the form annexed hereto as Exhibit D and (c) the Assumption and Assignment Agreement.
Action by Buyer. In any instance when Buyer shall be unable to take action on any matter arising under this Agreement due to a lack of unanimous agreement among the Utilities, the concurrence of the Utilities holding the required percentage of the ownership shares in the Plant under the then-current Plant Ownership Agreement (or its equivalent if none is then in effect) shall be deemed to be the action of all the Utilities and shall be binding upon Buyer provided that such action shall have been taken at a meeting properly noticed in accordance with the Plant Ownership Agreement. In the event that such concurrence cannot be obtained and such failure does not effectively prohibit Seller from so performing, Seller shall continue to perform in accordance with the Annual Mining Plan then in effect.
Action by Buyer. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective time, the Buyer shall take all corporate action necessary to reserve for issuance under the Company Stock Plans a sufficient number of shares of Buyer Common Stock for delivery upon exercise of the Unvested Company Stock Options assumed in accordance with this Section 2.3. As soon as reasonably practicable following the Effective Time (and in any event not later than twenty (20) days after the Buyer becomes eligible to register securities on Form S-8 (or any successor form)), the Buyer shall file a registration statement on Form S-8 (or any successor form) or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.
Action by Buyer. Subject to the terms and conditions herein contained, on the Closing Date, Buyer and Candie's shall deliver to the Selling Shareholders (in addition to the documents and instruments to be delivered by it pursuant to paragraph 4 hereof), in payment of the Purchase Price for the Company Shares (subject to delivery of the Pledged Candie's Shares to the Escrow Holder as provided in section 2.3), stock certificates, representing in the aggregate the Initial Candie's Shares, registered in the name of each of the Selling Shareholders, which certificates shall be issued to each Selling Shareholder pro rata in accordance with their respective share ownership of the Company as of the Closing Date.
Action by Buyer. Subject to the terms and conditions --------------- herein contained, on the Closing Date, Buyer shall pay to Seller the Cash Purchase Price and shall execute and deliver to Seller this Agreement, the Note, the Indemnity Escrow Agreement, the Consulting Agreement, the Non-Compete Agreement, the Security Escrow Agreement, the Transitional Services Agreement and the other agreements contemplated hereby, and shall execute and deliver to Xxxx X. Xxxx, Esq., as escrow agent (the "Security Escrow Agent"), the Reassignments.
Action by Buyer. At the Closing, Buyer shall execute (as applicable), acknowledge and deliver, or cause to be executed and delivered, to Seller, the following:
