Closing Stock Payment Clause Samples
The Closing Stock Payment clause defines the method and terms by which payment is made for inventory or stock held at the time a transaction, such as a business sale, is finalized. Typically, this clause outlines how the value of the closing stock will be determined—often through a physical count or agreed-upon valuation method—and specifies when and how the payment for this stock will be transferred between parties. Its core function is to ensure both parties have a clear, agreed-upon process for valuing and settling payment for stock at closing, thereby preventing disputes and ensuring a smooth transition of ownership.
Closing Stock Payment. The Closing Stock Payment Shall be issued as follows:
Closing Stock Payment. At the Closing, Buyer shall pay an amount (the “Closing Stock Payment”) equal to the Stock Purchase Price minus (i) the Initial Deposit minus (ii) the outstanding Indebtedness of 2WR of GA at Closing (which shall be paid in accordance with the payoff letters delivered pursuant to Section 4.02(a)(iv)), by wire transfer of immediately available funds to Parent in accordance with Parent’s designated wire instructions.
Closing Stock Payment. At the Closing, Purchaser shall issue to Sellers, 1,500,000 shares of common stock of Purchaser in the aggregate (the “Closing Stock Payment”). The Closing Stock Payment will be allocated between each Seller based on the Pro Rata Share (as defined below). The common stock issued pursuant to the Closing Stock Payment shall be subject to all (a) governing documents of Purchaser, (b) regulatory restrictions and requirements, and (c) all applicable laws. Purchaser will endeavor to register the Purchaser common stock issued pursuant to the Closing Stock Payment by no later than January 31, 2023. In addition, Purchaser and Sellers will enter into that certain Registration Rights Agreement in the form attached hereto as Exhibit A with respect to the Closing Stock Payment (the “Registration Rights Agreement”). The common stock value per share shall be determined on the Effective Date as quoted on the Nasdaq Stock Market (the “Stock Price”), which shall also include any successor market or exchange on or through which the shares of common stock are publicly traded. The Closing Stock Payment multiplied by the Stock Price shall be referred herein as the “Closing Consideration.” The parties agree that the Closing Consideration represents the fair market value for the Assets. The parties agree that no part of this Agreement shall be construed to induce or encourage the referral of patients or the purchase of health care services or supplies. The parties acknowledge that there is no requirement under this Agreement or any other agreement between the parties that either party refer any patients to any health care provider or purchase any health care goods or services from any source.
Closing Stock Payment. Subject to Section 2.2 below, within 5 business days following the Closing, the Purchaser shall deliver (x) that number of Purchaser’s shares of common stock, par value $0.001 per share (“STI Common Stock”), having an aggregate market value based on the Current Market Price (as defined in Section 2.2) as of the Closing Date equal to $2,900,000 and (y) that number of Purchaser’s shares of Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”, together with the STI Common Stock, the “STI Stock”, the Series C Preferred Stock having the rights and privileges specified in the Series C Certificate of Designations attached hereto as Exhibit A (the “Series C Certificate of Designations”)), equal to the result of dividing $3,000,000 by the Current Market Price as of the Closing Date for the STI Common Stock (the payments of STI Stock pursuant to (x) and (y) being referred to as the “Stock Payment”). At the Closing, all of the Series C Preferred Stock and 75% of the STI Common Stock included in the Stock Payment shall be paid out to the Sellers in accordance with Annex A (the “Closing Stock Payment”). The remainder of the Stock Payment (the “Escrow Amount”) shall be deposited with an escrow agent (the “Escrow Agent”) pursuant to the Escrow Agreement (as defined in Section 5.4).
Closing Stock Payment. 7 Code ...................................................................... 25
Closing Stock Payment. No later than 21 days following Closing, Purchaser, or a third party on behalf of Purchaser, shall issue to Seller or the Principals as elected by Seller, $400,000 of common stock of Assure Holdings Corp. (the “Closing Stock Payment”). The common stock issued pursuant to the Closing Stock Payment shall be subject to all (i) applicable governing documents of Assure Holdings Corp., (ii) governmental regulatory restrictions and requirements, and (iii) all applicable laws. $200,000 of the Assure Holdings Corp common stock issued pursuant to the Closing Stock Payment shall be subject to a six (6) month lock up, in addition to any additional lock up period imposed on the common stock under applicable law and/or regulation. The common stock value per share shall be determined on the Effective Date as quoted on the Nasdaq Exchange which shall also include any successor market or exchange on or through which the shares of common stock are publicly traded. Within fifteen (15) days of the Closing, Assure agrees to register shares of common stock in the amount of $200,000, via a S-1 filing (“Registered Stock). $35,000 of the Registered Stock shall be paid to Rhythmlink International, LLC, for amounts owed by Seller to Rhythmlink International, LLC.
Closing Stock Payment. As soon as reasonably practicable following the Closing, Purchaser, or a third party on behalf of Purchaser, shall issue to Seller or the Principals as elected by Seller $1,625,000 of common stock of Assure Holdings Corp (the “Closing Stock Payment”). The common stock issued pursuant to the Closing Stock Payment shall be subject to all (i) governing documents of Assure Holdings Corp,
Closing Stock Payment. Buyer may elect to pay all or any portion of the Closing Payment with CMI Shares in lieu of cash by providing written notice to Sellers Representative no later than five (5) Business Days before the Closing Date specifying the aggregate amount of such Closing Stock Payment. If Buyer elects to make the Closing Stock Payment, then at the Closing, Buyer shall deliver to each Seller Transfer Instruments, pursuant to Section 2.03(b)(ii), for such Seller’s allocation of the Closing Stock Payment, as set forth on the Sellers Allocation Schedule.