Closing Stock Payment Sample Clauses

Closing Stock Payment. The Closing Stock Payment Shall be issued as follows: Name of Recipient Number of Parent Shares Xxxxx Xxxxx 1,000,000 Xxxxxx Xxx 400,000 Xx Xxx 600,000 Xxxxx Xx 600,000 Xxxxxx Xxxx 200,000 Xxxx Xxxx 200,000 Schedule 3.1 Ownership Interests Name of Seller Ownership Percentage in the Company Renbao Chen 10 % BENGBU MALI OB-GYN HOSPITAL 90 %
Sample 1
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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.
Sample 1
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).
Sample 1
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,
Sample 1
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.
Sample 1
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.
Sample 1
Closing Stock Payment. 7 Code ...................................................................... 25
Sample 1
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Related to Closing Stock Payment

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Stock Consideration 3 subsidiary...................................................................53

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

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

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

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