Closing Amount. “Closing Amount” is defined in Recital A to the Agreement.
Closing Amount. Buyer shall deliver to Lender the Closing Amount by wire transfer in immediately available funds, according to the wire instructions provided by Lender, and Lender on behalf of Seller shall retain the Deposit in partial payment of the Purchase Price.
Closing Amount. (a) The cash consideration to be paid by the Buyer for the Purchased Assets at the Closing (the “Closing Amount”), shall consist of:
(i) the Base Purchase Price;
(ii) plus or minus (as applicable) the Estimated Net Working Capital.
(b) Subject to the terms and conditions hereof, at the Closing the Buyer shall pay the Closing Amount by wire transfer of immediately available funds to such account or accounts designated in writing by the Seller.
Closing Amount. (a) The amount to be paid (subject to the terms and conditions of Sections 1.3 and 1.4 hereof), by Purchaser at the Closing (the “Closing Amount”) shall comprise the Initial Cash Payment as defined in Section 1.3(b) below, and the Initial Stock Payment, as defined in Section 1.3(c) below.
(b) The Initial Cash Payment shall be a cash amount equal to:
(i) An amount (the “Cash Portion”) notified by the Purchaser to the Sellers’ Representative in writing no later than 18:00 hours in Paris on the fourth Business Day before the Closing Date (which notice shall also state the number of shares of Purchaser Common Stock (as defined below)), provided that this amount shall be equal to or greater than forty million euros (€40,000,000), minus
(ii) An amount equal to the amount by which the total consideration paid or accrued by the Company to acquire all of the equity interest in Musiwave Asia Limited pursuant to the Musiwave Asia Agreements, exceeds one million three hundred thousand euros (€1,300,000), minus
(iii) An amount equal to the amount to be paid by the Company to Xxxxx Xxxxx before the Closing in connection with the consummation of the Transactions including any costs incurred by the Company in relation to the foregoing; plus
(iv) An amount (the “Fractional Share Amount”) (rounded up to the nearest whole cent) equal to the product of (X) a fraction of a Purchaser share that Sellers would be entitled to receive pursuant to Section 1.3(c) below, multiplied by (Y) the Purchaser Shares Price as defined in Section 1.3(c) below.
(c) For the avoidance of doubt, in the case where Purchaser shall have failed to notify the Sellers’ Representative of the amount of the Cash Portion in accordance with the provisions of paragraph (a) above, the Cash Portion shall be deemed to be forty million euros (€40,000,000).
(d) The Initial Stock Payment shall be equal to an amount of (i) one hundred million euros (€100,000,000), (ii) minus the Cash Portion, (iii) minus five percent (5%) of the amount (if any) by which the Cash Portion exceeds forty million euros (€40,000,000). The Initial Stock Payment shall be paid in a number of shares of Purchaser’s common stock, par value USD 0.001 (the “Purchaser Common Stock”) equal to the Initial Stock Payment divided by the average of the closing price of Purchaser shares (the “Purchaser Shares Price”), as reported on the NASDAQ website, over a period of twenty (20) consecutive trading days, the last day included being the trading day five ...
Closing Amount. (a) The aggregate consideration to be delivered by Purchaser at the Initial Closing and Subsequent Closing (the "Closing Amount") shall comprise the Contribution Amount, as defined in Section 1.3(b) below, and the Cash Payment, as defined in Section 1.3(c) below.
(b) Purchaser shall issue (the "Per Share Amount") fifteen Purchaser Shares and five convertible subordinated debentures with the terms set forth in Exhibit 2.1(b)(xiii) (the "Convertible Subordinated Debentures") in exchange for each of the Initial Shares other than (i) the Sold Shares (as defined in Section 1.3(c) below) and (ii) the Reserved Shares (as defined in Section 1.5(a) below) (the "Contributed Shares"). The Per Share Amount multiplied by all of the Contributed Shares is referred to as the "Contribution Amount." The Contribution Amount shall be allocated amongst the Initial Sellers as set forth in the Closing Schedule.
(c) Purchaser shall purchase from the Initial Sellers as set forth in the Closing Schedule (the "Selling Initial Sellers") the Initial Shares as set forth in the Closing Schedule (the "Sold Shares") for a cash amount ("the Cash Payment") equal to the product of U.S.$183.00 multiplied by the number of the Sold Shares. The Cash Payment shall be allocated amongst the Selling Initial Sellers as set forth in the Closing Schedule, provided that the Cash Payment shall not exceed five million U.S. dollars (U.S.$5,000,000).
Closing Amount. The Base Purchase Price, increased or decreased (but not below zero) by the net amount of the estimated upward and downward adjustments under Section 3.2 set forth in the Preliminary Settlement Statement is referred to as the “Closing Amount.” At the Closing:
(i) an amount equal to the following (the “Closing Payment”): (A) the Closing Amount; minus (B) the Deposit, shall be paid by Purchaser to Seller by federal funds wire transfer of immediately available funds to an account or accounts designated by Seller to Purchaser; and
(ii) the Parties shall issue a joint written instruction to the Escrow Agent to release the Deposit to Seller from the Deposit Escrow Account by federal funds wire transfer of immediately available funds to an account or accounts designated by Seller.
Closing Amount. 2.1(b) Closing Date....................................
Closing Amount. Buyer shall deliver (i) to Eternal 50% of the Closing Amount and (ii) to AEE 50% of the Closing Amount, in each case by wire transfer in immediately available funds, according to the wire instructions provided by Sellers.
Closing Amount. Buyer shall deliver to Seller the Closing Amount, less the Deposit, by federal funds wire transfer to the account designated by Seller as provided in Section 2.6.
Closing Amount. Buyer shall deliver (i) to Eternal 50% of that portion of the Closing Amount attributable to the Leases set forth in Part 1 of Exhibit A, (ii) to Eternal that portion of the Closing Amount attributable to the Leases set forth in Part 2 of Exhibit A, and (iii) to AEE 50% of that portion of the Closing Amount attributable to the Leases set forth in Part 1 of Exhibit A, in each case by wire transfer in immediately available funds, according to the wire instructions provided by Sellers.
