Closing Deliveries; Payment of Purchase Price Sample Clauses

Closing Deliveries; Payment of Purchase Price. (a) At the Closing, each Shareholder shall deliver or cause to be delivered to Buyer certificates or other instruments representing all of the Shares owned by such Shareholder. Such stock certificates or other instruments shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank with such signature guarantees and such other documents as may be reasonably required by Buyer to effect a valid transfer of such shares by such shareholder free and clear of any and all liens, encumbrances, charges or claims.
Sample 1
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Closing Deliveries; Payment of Purchase Price. At the Closing, upon delivery by the Sellers to the Purchaser of the deliveries set forth in Section 6.2(g), the Purchaser shall pay to the Sellers the Purchase Price on the Closing Date, by wire transfer to an account designated by the Sellers to the Purchaser in writing at least three Business Days prior to the Closing Date.
Sample 1
Closing Deliveries; Payment of Purchase Price. At the Closing under this Section 6.3, (i) the selling Member or Involuntary Transferor shall execute, acknowledge and/or deliver or cause to be delivered to the purchaser of such Interests (x) a certificate representing that such Member is the sole legal and beneficial owner of the affected Interests, free and clear of all liens, and that such Member has full right and power to transfer such Interests to such purchaser, and (y) the original certificate(s), if any, representing such Interests, duly endorsed or accompanied by a duly executed separate power for transfer to such purchaser, and (ii) each purchaser of any Interests shall deliver or cause to be delivered to the selling Member or the Involuntary Transferor the purchase price for such Interests as follows: 20.00% of the purchase price for such Interests shall be paid at the Closing by wire transfer or cashier’s check, and the remainder of the purchase price shall be evidenced by a promissory note, which promissory note shall provide for the payment of equal annual installments of principal (accompanied by payment of all accrued interest) over a four (4) year period commencing on the date which is one year after the date of the Closing. Each such promissory note shall accrue interest from the date of the Closing at the rate of 5.00% per annum and may be prepaid by the maker thereof at any time without penalty or premium. In addition, at the Closing, each purchaser shall execute and deliver to the Company such documents as the Company may reasonably request so that such sale and purchase of such Interests may be effectuated in compliance with, and without registration under, all applicable federal and state securities laws.
Sample 1
Closing Deliveries; Payment of Purchase Price. Subject to the satisfaction or waiver of the conditions to the Closing in Section 1.5, (a) at the Closing, the Seller will deliver to the Investor certificates (or, in the event the Common Stock is issued in an uncertificated form, such other evidence of ownership) representing the Securities, and (b) the Investor will pay to Seller, by wire transfer of immediately available United States funds to a bank account designated by the Seller prior to the Closing, an aggregate purchase price equal to the sum of (i) the Purchase Price plus (ii) in the event that the Investor exercises its option to acquire Additional Shares, then the Additional Purchase Price. The parties shall agree within 30 days after the Closing upon the allocation of the Purchase Price between the Purchased Shares (and, if applicable, the Additional Shares) and the Warrant; provided that if the parties shall not agree to an allocation within such 30-day period, the Seller and the Investor shall select an independent third-party expert in such matters to determine the allocation, and such determination shall be binding. The fees of such expert shall be borne equally by the Investor and the Seller. The parties agree to take no position inconsistent with such allocation for Tax or accounting purposes, except as required by a determination as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
Sample 1
Closing Deliveries; Payment of Purchase Price. (a) At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
Sample 1

Related to Closing Deliveries; Payment of Purchase Price

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

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