Closing and Payment of Purchase Price a. The Closing of the sale of Shares shall talke place within 30 days of the delivery of the Offer. In the event of a sale of Shares from a deceased Shareholder, the Closing shall take place within 30 days of the appointment of personal representative but in no event more than 90 days from the date of death.
b. At the Closing, the Selling Shareholder shall deliver to the Corporation the Share certificates for such Shares, or, if the Selling Shareholder’s Shares are held by a voting trust, he or she shall do all things necessary to cause delivery to the Corporation of Share certificates for such Shares, duly endorsed, accompanied by all documents necessary to effect a transfer, and the Selling Shareholder’s representation that he owns such Shares or has beneficial interest in such Shares free, clear and unencumbered, with full power to transfer them. Simultaneous with such transfer, the Corporation shall deliver to the Selling Shareholder its promissory note for the said purchase price for the Shares purchased by it in accordance with the following terms:
(i) The full Purchase Price as determined in accordance with Paragraph 6 hereof shall be evidenced by the Corporation’s promissory note which shall be amortized by quarterly payments commencing with the next normal distribution to shareholders after the closing. Each payment shall be an amount equal to: the Corporation’s estimated earnings for such quarter (computed without reduction for any interest expense paid or accrued on account of promissory notes arising out of the purchase of Shares by the Corporation); multiplied by a fraction of a/b where “a” is the number of Shares and “b” is the sum of the number of Shares issued and outstanding plus the number of Shares purchased by the Corporation for which promissory notes are still outstanding. The final payment on said promissory note shall be an amount equal to the balance then due. In no event shall the payment of the promissory note for any year be less than the interest due and payable on such note. Interest on the unpaid principal amount shall be paid at the minimum monthly treasury rate as set forth in Internal Revenue Code Sections 1272-1274 and any successor provisions thereunder. The amount of cash distributed to the remaining shareholders of the Corporation during any quarter in which one or more promissory notes are outstanding shall not exceed the estimated earnings for such quarter, reduced by the principal and interest payments made for the ...
Closing and Payment of Purchase Price. 6.1. At the closing of any purchase and sale pursuant to this Agreement, the Shareholder shall deliver:
(a) Certificates representing the Shares which are being purchased and sold pursuant to this Agreement, endorsed in blank;
(b) All documents which the Corporation's counsel shall reasonably deem necessary or advisable in order to accomplish a complete Transfer of the Shares to the Corporation;
(c) If applicable, the written resignation of the Shareholder as an officer, director and employee of the Corporation and/or its affiliates; and
(d) The written termination of the Agency Agreement between Proformance and the Shareholder or the Agency.
6.2. Payment of the total purchase price due to the Shareholder, in any sale pursuant to this Agreement, shall be made as follows:
(a) If the Corporation has assigned its right to purchase the Shares to any third party as permitted by this Agreement, said third party shall pay at the closing an amount equal to the total purchase price as determined by Article 5 of this Agreement;
(b) If the Corporation has not assigned its right to purchase the Shares to a third party, then the Corporation shall pay at closing such amounts as it is able to pay, subject to the following conditions precedent;
(i) The Corporation must have cash on hand to enable it to make a payment to the Shareholder without adversely impairing the Corporation's and its affiliates' ability to operate safely and efficiently pursuant to the regulations of the New Jersey Department of Insurance; OFFERING MEMORANDUM #102
(ii) Any disbursements made by the Corporation or its affiliates for the purpose of making any payment to the Shareholder shall not cause the capital and surplus of Proformance to become "impaired" as defined by N.J.
Closing and Payment of Purchase Price. The Closing shall occur on the Loan Sale Closing Date, and, at Seller's option, be either by mail or conducted in person at a place designated by Seller. Buyer shall pay to Seller at the Closing, by wire transfer of immediately available funds the amount of the Purchase Price less the Exxxxxx Money Deposit previously paid by Buyer. Wire transfers shall be made to Seller's account in accordance with such instructions as Seller shall notify to Buyer in writing on or prior to the Loan Sale Closing Date.
Closing and Payment of Purchase Price. 2.1 Progress toward Closing shall be made with all deliberate speed by the Parties hereto.
2.2 A Closing (the “Closing”) shall take place immediately following the closing of the transactions contemplated by that certain Share Purchase and Sale Agreement of even date herewith, by and among Buyer, Forest Oil Corporation, Anschutz South Africa Corporation, Forest Exploration International, and Anschutz Overseas (SA) (PTY) LTD (the “Forest-Anschutz Agreement”), at the Denver, Colorado offices of Forest Netherlands’ parent company, Forest Oil Corporation, located at Xxxxx 0000, 000 Xxxxxxxxxxx Xx, Xxxxxx, Xxxxxxxx 00000 XXX. The date on which the closing occurs is referred to herein as the “Closing Date.”
2.3 At the Closing, Seller shall transfer to the Purchaser, by all necessary and appropriate instruments of transfer, all rights, title and interest in and to the Purchased Shares, and the Purchaser shall pay the Purchase Price to the Seller by wire transfer in immediately available funds to one or more bank accounts designated by the Seller at least five (5) days prior to Closing.
2.4 At least five (5) Business Days before the Closing, the Purchase Price shall be adjusted upward by the amount of actual reasonable and necessary expenditures of the Company incurred from and after the Effective Date (such adjusted amount being referred to hereinafter as the “Adjusted Purchase Price”). However, following execution hereof, any anticipated expenditure falling hereunder that is reasonably anticipated to equal or exceed US$100 000-00 (one hundred thousand US Dollars) shall be approved in writing by Purchaser before it is incurred (such approval not to be unreasonably withheld). A current estimate of such anticipated costs is included here in Schedule B. 2.5 Within thirty (30) days after Closing, Sellers shall account to Purchaser all amounts to be considered in reaching the Adjusted Purchase Price under Section 2.4. If at such time there is any discrepancy between the amount paid at Closing and the finally determined Adjusted Purchase Price, then Purchaser shall pay to Seller any shortfall or Seller shall refund to Purchaser any overpayment, as the case may be, within five (5) Business Days of such final determination (any such payment, a “Post-Closing Adjustment”). Notwithstanding any other provision of this Agreement to the contrary, neither party will be required to make a payment for a Post-Closing Adjustment pursuant to this Section 2.4 unless and until the amo...
Closing and Payment of Purchase Price. The closing of this ------------------------------------- transaction shall be held and the closing date shall be as may be mutually agreed by the Parties. The Buyer's obligations to close hereunder are expressly contingent upon the contingencies herein stated and the accuracy of the representations and warranties of the Sellers contained herein. Upon receipt of such instruments of transfer, so long as Sellers have timely performed each and every obligation, covenant, representation or warranty contained herein, along with receipt of the approval of the Bankruptcy Court and the Bankruptcy Court's granting of clear titles free of all encumbrances, in exchange thereof, the Buyer agrees and to pay the purchase price of Five Hundred Thousand ($500,000) in cash by certified or cashier's check on the closing date for all of the assets described above. From time to time, at Buyer's request, the Sellers will execute and deliver such further instruments of conveyance and transfer and take such other action as the Buyer may reasonably require to effectively convey and transfer ownership and possession of the assets purchased hereunder to the Buyer.
Closing and Payment of Purchase Price. 7 4.1 Closing. ........................................................7 4.2 Deliveries at the Closing. ......................................7 4.3 Stockholders' Representative......................................8 4.4 Restrictions on PSDI Shares.......................................9
Closing and Payment of Purchase Price. The closing of the First Tranche, which will take place as promptly as practicable, shall occur immediately upon the satisfaction or waiver of the conditions set forth in Section 5 and Section 6 of this Agreement (the “First Tranche Closing Date”). For certainty and in addition to the other documents required to be executed and delivered in respect of the First Tranche, the CVR, the Notes, the Escrow Agreement – Claim Proceeds Account and the GSA shall be executed by the parties on the First Tranche Closing Date and held in escrow pursuant to this Agreement. Upon the First Tranche Closing Date, the Investor shall; (i) pay the First Tranche Price by wire transfer in immediately available funds or such other method of payment acceptable to the Corporation to the account specified on Schedule “E”; and (ii) deposit the Second Tranche Price into the Second Tranche Price Escrow Account. The closing of the Second Tranche shall occur upon the earlier of: (i) the date that is two (2) Business Days following the date that Exchange Approval (including, for certainty, all necessary approvals from the Shareholders), on terms acceptable to the Investor, acting reasonably, is received for the issuance of the Second Tranche Shares; and (ii) the date that is six months from the First Tranche Closing Date or such other date as may be agreed to between the parties in writing (being the “Second Tranche Closing Date”). The closing will take place at the Vancouver offices of Blake, Xxxxxxx & Xxxxxxx LLP (“Blakes”), counsel to the Corporation.
Closing and Payment of Purchase Price. Progress toward Closing shall be made with all deliberate speed by the Parties hereto.
Closing and Payment of Purchase Price. 8.1 At the closing, each Selling Stockholder shall deliver:
(a) The Stock which is being purchased pursuant to this Agreement, duly endorsed for transfer;
(b) All documents which counsel for the purchaser or purchasers shall reasonably deem necessary or advisable in order to accomplish a complete transfer of shares of Stock to the purchaser or purchasers thereof;
(c) The documentary stamps or transfer tax required in connection with the transfer of such Stock, if any; and
(d) The written resignation of the Selling Stockholder as an employee, officer or director of the Corporation, if the Selling Stockholder be such at that time, effective immediately.
8.2 The payment of the total purchase price due to each Selling Stockholder shall be made as follows:
(a) If the sale is pursuant to Article V or Article VI of this Agreement, an aggregate amount equal to the total of the insurance proceeds, if any, received by the Corporation by reason of the insured's death or disability shall be paid at the closing or within ten (10) days of receipt by the Corporation of said insurance proceeds, whichever date is later, in cash or by certified check. In the event that the proceeds of the policies exceed the purchase price as determined in accordance with Article VII, the payment to be made to the Decedent's estate or to the Disabled Stockholder shall be the entire purchase price as determined by Article VII and any excess proceeds shall be retained by the Corporation. In the event that the purchase price as determined by Article VII is in excess of the proceeds of the insurance policies (or if there are no insurance policies), the Corporation shall make a down payment in cash or by certified check to the Selling Stockholder of not less than twenty percent (20%) of the amount by which the purchase price exceeds the proceeds of the insurance policies, and deliver a non‑negotiable promissory note (the "Note") for the balance of the purchase price (the terms of such Note to be described in Section 8.3 of this Article VIII), or at the Corporation's election, the Corporation may pay the balance in cash or by certified check.
(b) If the sale is pursuant to Article IV of this Agreement, the Corporation or the Remaining Stockholders, as the case may be, shall make a down payment in cash or by certified check to the Selling Stockholder of not less than twenty percent (20%) of the purchase price, and deliver a non‑negotiable promissory note (the "Note") for the balance of the purchas...
Closing and Payment of Purchase Price. Immediately upon receipt by LDM of the proceeds of the Insurance Policies owned on the life of a deceased Shareholder, the legal representative of the deceased Shareholder and LDM shall close the sale and purchase of such stock (the "Closing"). The Closing shall take place at the principal office of LDM as follows. The Closing date shall be established by LDM, which shall provide written notice to the legal representative of the deceased Shareholder at least seven (7) days prior to the Closing. At the Closing, LDM will pay for the LDM stock by certified or bank cashiers check, and the legal representative of the deceased Shareholder will deliver the certificates representing such stock to be sold, duly endorsed for transfer, free and clear of all liens, encumbrances and claims whatsoever. If the legal representative of the deceased Shareholder protests the Closing, does not attend the Closing, or otherwise does not deliver the appropriate stock certificates and/or stock assignments at the Closing, then the purchase price of the stock shall be segregated by LDM in a separate interest-bearing account, and LDM will adjust its transfer books to reflect that the shares of stock being sold have been canceled. Each Shareholder hereby irrevocably appoints the Secretary, Assistant Secretary and any other officer of LDM as his true and lawful attorney-in-fact to execute and deliver in his place and stead all stock certificates, instruments and documents necessary or incidental to the conveyance and transfer of the stock sold at the Closing. This power of attorney is irrevocable and is coupled with an interest and does not terminate on the disability or death of any Shareholder, but continues for so long as this Agreement is in effect. If a Shareholder's LDM stock is owned in a trust at the date of his death, then, for purposes of this Agreement, the term "legal representative" shall mean the trustee or successor trustee of such trust.
