Closing Date Payment and Receipt of Shares. On the Closing Date (i) the Sellers will assign and transfer to the Purchaser good and valid title in and to the Shares, free and clear of all Liens, by delivering to the Purchaser stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached; (ii) the Purchaser shall, by wire transfer of same-day funds, deposit in an escrow account Escrow Funds of Three Hundred Thousand Dollars ($300,000), all as provided in Section 11.9 hereof; (iii) the Purchaser shall, by wire transfer of same-day funds, pay to the Sellers (care of the Xxxxxx & Xxxxx Trust Account), in accordance with their Percentage Interests, the amount of the Adjusted Purchase Price for all of the Shares, less the Escrow Funds; and (iv) the parties shall deliver to each other the documents required under this Agreement to be delivered at the Closing.
Closing Date Payment and Receipt of Shares. On the Closing ------------------------------------------ Date, (i) the Seller will assign and transfer to the Purchaser good and valid title in and to the Shares, free and clear of all Liens, by delivering to the Purchaser a stock certificate or certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached; (ii) the Purchaser shall, by wire transfer of same-day funds, pay to the Seller the amount of Four Million Dollars ($4,000,000.00); (iii) the Purchaser shall, by wire transfer of same-day funds, deposit in an escrow account at Boatmen's Bank of South Central Illinois the amount of One Million Dollars ($1,000,000.00), all as provided in the Escrow Agreement referred to in Section 11.2 hereof; and (iv) the parties shall deliver to each other the documents required under this Agreement to be delivered at or prior to the Closing.
Closing Date Payment and Receipt of Shares. On the Closing ------------------------------------------ Date, (i) the Seller will assign and transfer to the Purchaser good and valid title in and to the Shares, free and clear of all Liens, by delivering to the Purchaser stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached; (ii) the Purchaser shall, by wire transfer of same-day funds, pay to the Seller the amount of the Purchase Price; and (iii) the parties shall deliver to each other the documents required under this Agreement to be delivered at or prior to the Closing.
Closing Date Payment and Receipt of Shares. On the Closing Date:
(a) the Seller will assign and transfer to the Purchaser good and valid title in and to the Shares, free and clear of all Liens except Permitted Liens, by delivering to the Purchaser (i) stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached, (ii) a fully executed original of the Purchase Price Escrow Agreement, and duly executed settlement and release agreements, in form and substance satisfactory to the Purchaser and its counsel, in their sole discretion, on behalf of the persons listed in Schedule 6.6, subheading A(1-7) (if not otherwise contained within said escrow agreement) and any and all other third parties who or which claim, or have claimed an interest, legal or equitable, in any of the Shares as beneficiaries of the estate of Xxxxxx X. Xxxxxx (including, without way of limitation, Xxxx Beach, Xxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxx Xxxx, the Alpha Iota Chapter of Sigma Chi Fraternity at Illinois Wesleyan University, and Illinois Wesleyan University), waiving and forever releasing any and all such Claims, and (iii) any and all such additional documentation as is deemed necessary by the Purchaser and its counsel, in their sole discretion, to evidence the transfer to the Purchaser of title to the Shares at the Closing, free and clear of all Liens except Permitted Liens;
(b) the Purchaser shall, by wire transfer of same-day funds, deposit in an escrow account at First Federal Savings and Loan Association the amount of One Million Dollars ($1,000,000.00) (the "Indemnity Escrow Funds"), all as provided in the Indemnity Escrow Agreement referred to in Section 11.2 hereof;
(c) the Purchaser shall, by wire transfer of same-day funds, pay to the escrow account established under Section 4.17, the aggregate amount of the Purchase Price for all of the Shares, less the Indemnity Escrow Funds, less $500,000 (from the amount otherwise payable to the Seller) with respect to payment of the principal of Seller's promissory note to Ravenswood as provided in Section 4.5 hereof, and concurrently therewith Seller shall pay to Purchaser the accrued interest on such promissory note, said accrued interest amount to be determined by the parties at least two (2) days before Closing;
(d) the parties shall deliver to each other the documents required under this Agreement to be delivered at or prior to the Closing; and
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Closing Date Payment and Receipt of Shares. On the Closing Date, ------------------------------------------ (i) the Shareholders will assign and transfer to Buyer good and valid title in and to the Kadoka Stock, free and clear of all liens, by delivering to Buyer a stock certificate or certificates representing the Kadoka Stock, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached; (ii) Buyer shall, by wire transfer of same-day funds, pay to the Shareholders in accordance with the percentage interests shown on Exhibit A attached hereto (the "Percentage Interests") the amount of $2,628,750, subject to adjustment as hereafter provided in Section 2.3(a) (the "Closing Payment"); (iii) Escrow Agent shall pay the Deposit plus earnings thereon to the Shareholders in accordance with their respective Percentage Interests; (iv) Buyer shall, by wire transfer of same-day funds, deposit in an escrow account at BankWest, Pierre, South Dakota the amount of One Hundred Fifty Thousand Dollars ($150,000), all as provided in the Escrow Agreement referred to in Section 6.3 hereof; and (v) the parties shall deliver to each other the documents required under this Agreement to be delivered at or prior to the Closing.
Closing Date Payment and Receipt of Shares. On the Closing Date, (i) the S-shareholders will assign and transfer to Buyer good and valid title in and to the WMW Stock, free and clear of all Liens, by delivering to Buyer stock certificates representing the WMW Stock, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached; (ii) Buyer shall, by wire transfer of same-day funds, pay to the Shareholders in accordance with the percentage interests shown on Exhibit A attached hereto (the "Percentage Interests") the amount of the Adjusted Purchase Price, as determined in accordance with Section 2.1 above; (the "Closing Payment"); and (iii) the parties shall deliver to each other the documents required under this Agreement to be delivered at or prior to the Closing.
Closing Date Payment and Receipt of Shares. On the Closing Date, (i) the Seller will assign and transfer to the Purchaser and the Company, as the case may be, good and valid title in and to the Company Capital Stock, free and clear of all Liens, by delivering to the Purchaser and the Company, as the case may be, stock certificates representing the Company Capital Stock, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached, and the Company shall deliver stock certificates representing the Communications Capital Stock; (ii) the Purchaser shall, by wire transfer of same-day funds, deposit in an escrow account the amount of Two Million Dollars ($2,000,000), all as provided in Section 11.2 -45- hereof; (iii) the Purchaser shall, by wire transfer of same-day funds, pay to the Seller the amount of the Purchase Price for the shares of Company Capital Stock set forth in Section 1.2 hereof, less the Escrow Funds; (iv) the Company shall transfer and/or assign the Xxxx Transaction Assets and Xxxx Transaction Liabilities to the Seller as set forth in Section 1.3 hereof; and (v) the parties shall deliver to each other the documents required under this Agreement to be delivered at or prior to the Closing.
Closing Date Payment and Receipt of Shares. On the Closing Date (i) the Seller will assign and transfer to the Purchaser good and valid title in and to the Shares, free and clear of all Liens, by delivering to the Purchaser stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached; (ii) the Purchaser shall, by wire transfer of same-day funds, pay to the Seller, the amount of the Adjusted Purchase Price for all of the Shares; and (iii) the parties shall deliver to each other the documents required under this Agreement to be delivered at the Closing.
Closing Date Payment and Receipt of Shares. On the Closing Date (i) the Sellers will assign and transfer to the Purchaser good and valid title in and to the Shares, free and clear of all Liens, by delivering to the Purchaser stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached; (ii) the Purchaser shall, by wire transfer of same-day funds, deposit in an escrow account the amount of One Million Eighty Thousand Dollars ($1,080,000), all as provided in Section 11.2 hereof; (iii) the Purchaser shall, by wire transfer of same-day funds, pay to the Sellers, the amount of the Adjusted Purchase Price for all of the Shares, less the Escrow Funds; and (iv) the parties shall deliver to each other the documents required under this Agreement to be delivered at the Closing.
Closing Date Payment and Receipt of Shares. On the Closing Date (i) the Sellers will assign and transfer to the Purchaser good and valid title in and to the Shares, free and clear of all Liens, by delivering to the Purchaser stock certificates representing the Fremont Capital Stock, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank with requisite stock transfer tax stamps, if any, attached, together with similar documentation with respect to the transfer of title to the Fretel Membership Interests in such form and content as is satisfactory to counsel for the Purchaser; (ii) the Purchaser shall, by wire transfer of same-day funds, pay to the Remaining Shareholders and the Members in accordance with their respective Percentage Interests, the amount of the Adjusted Purchase Price for all of their Shares; and (iii) the Purchaser shall by wire transfer of same day funds, pay to each of Xxxxx Partnership and Xxxx Partnership, in accordance with their respective Percentage Interests, the amount of Adjusted Purchase Price for all of their Shares, less the Three Million Dollar ($3,000,000) Stock Payment to each and shall deliver to Xxxxx Partnership and Xxxx Partnership, Purchaser's Common Stock having an agreed value of Thirteen and 12/100 Dollars ($13.12) per share (such per share purchase price shall be subject to adjustment because of stock splits or other recapitalization actions, if any) in the aggregate amount of Three Million Dollars ($3,000,000) each. Such shares shall be restricted, shall not be registered under the Securities Act or any state securities laws and shall bear an appropriate registration legend. Further, the parties hereto shall deliver to each other the documents required under this Agreement to be delivered at the Closing.
