Aggregate Cash Consideration. Buyer has available to it sufficient funds to deliver the aggregate Cash Consideration.
Aggregate Cash Consideration. As of the date hereof, subject to obtaining any consents or waivers required from Parent’s lenders, Parent has available to it sufficient funds to deliver, and as of the date of the mailing of the Company Proxy Statement and immediately prior to the Effective Time, Parent will have available to it sufficient funds to deliver, (i) the aggregate Cash Consideration to be paid pursuant to this Agreement and (ii) the aggregate cash payments to be made in respect of the Holding Stock Options. In furtherance of the foregoing, as of the date hereof, subject to obtaining any consents or waivers required from Parent’s lenders, the Liens with respect to the assets of the Company and the Company Subsidiaries contemplated herein are, and as of the date of the mailing of the Company Proxy Statement and immediately prior to the Effective Time, such Liens will be, permitted by Parent’s lenders.
Aggregate Cash Consideration. Wachovia has, or will have as of the Effective Time, available to it sufficient funds to pay the aggregate Cash Consideration.
Aggregate Cash Consideration. Parent has or will have prior to the Effective Time available to it sufficient funds to deliver the aggregate Cash Consideration.
Aggregate Cash Consideration. Bank of America has available to it sufficient funds to deliver the aggregate Cash Consideration.
Aggregate Cash Consideration. Fifth Third has available to it sufficient funds to deliver the aggregate Cash Consideration.
Aggregate Cash Consideration. FNFG will have available to it, as of the Effective Time, sufficient funds to pay the aggregate cash payments required under Article III.
Aggregate Cash Consideration. First Charter has, or will have, available to it sufficient funds to deliver the aggregate Cash Consideration.
Aggregate Cash Consideration. The cash component of the Purchase Price (the “Aggregate Cash Consideration) shall not exceed $15,000,000 and shall be paid by the Purchaser to NeoGen in the following manner:
(a) Fixed payments (the “Fixed Payments”) in an aggregate amount of $740,000 payable (i) in an installment of $90,000 on the earlier of the closing of a SIDDCO Sale (as defined below) and February 1, 2001, (ii) an installment of $90,000 on the first Quarter Start Date (as defined below) after the date hereof, being April 1, 2001, and (iii) in installments of $70,000 on each of the next eight Quarter Start Dates beginning on July 1, 2001; provided that (1) any Revenue Payments (as defined below) that are made shall reduce, dollar for dollar, any outstanding Fixed Payments (such reduction being applied first to the last outstanding Fixed Payment), (2) any Option Proceeds (as defined below) that are actually paid shall reduce, dollar for dollar, any outstanding Fixed Payments (such reduction being applied first to the next outstanding Fixed Payment and so on) and (3) in the event that the Purchaser is prohibited by law from selling or licensing all products or services utilizing the Technology, no further Fixed Payments shall be required until such time, if any, as such prohibition ceases to exist (in which case, the Fixed Payments shall recommence on the date such prohibition ceases to exist, which date shall be deemed a Quarter Start Date, and three months thereafter the next Quarter Start Date, and so on). For the purposes of this Agreement, a “Quarter” means one of the three month periods in each calendar year beginning on January 1, April 1, July 1 and October 1, and each of such dates means a “Quarter Start Date”.
Aggregate Cash Consideration. The cash component of the Purchase Price (the “Aggregate Cash Consideration”) shall not exceed $15,000,000.00 and shall be paid by the Purchaser to NeoGen in the following manner:
