Consideration at Closing. As consideration for the execution of this Agreement and the performance hereunder by Rancon, DLS and the General Partners, and in consideration of the rights which Glenborough will acquire pursuant to the Management Agreement, Glenborough shall deliver to the General Partners the following consideration, all to be delivered at the Closing except the cash payment described in section 2.a.iv shall be paid as provided in Section 2.b below:
i. Cash payable directly to Rancon employees Xxxx Xxxxxxx-$119,700; Xxx Storrasli-$131,250; and Xxxxxx Xxxxxxxxxxx-$562,300 as consideration for their respective covenants not to compete with Glenborough, in total amount of . .$813,250.00
ii. Assumption of the Debt of the Xxxxxx Xxx Xxxxxxxxxx Family Trust dated December 10, 1987 to Mitsui Bank (with interest paid current to Closing) . . 1,715,000.00
iii. Cash payable to the DLS Trust 1,000,000.00
iv. Cash payable to DLS Trust as provided in Section 2.b. below . . . . . . . . . . 1,900,000.00
v. Note payable to the DLS Trust (term - 24 months; equal monthly payments without interest, commencing February 1, 1995) . . . . . . . . . . 1,566,000.00 TOTAL . .. . . . $6,994,250.100 b. Payment of Section 2.a.,iv Cash. Under separate agreement, Glenborough has agreed to purchase the assets of Rancon Current Yield 12+ L.P. ("Fund 12") on or before September 30, 1995 for the sum of ONE MILLION EIGHT HUNDRED THIRTY THOUSAND DOLLARS ($1,830,000). The $1,900,000 cash portion of the consideration provided for in Section 2.a.iv, above, ,shall be paid upon closing of the transaction described in the preceding sentence. Should that transaction not close on or before September 30, 1995,Glenborough shall pay said $1,900,000 cash to the DLS Trust, on October 2, 1995 and shall not thereafter be obligated to purchase the Fund 12 assets pursuant to the separate agreement providing for such purchase.
Consideration at Closing. As consideration for the 25% Stake, Buyer, at the Closing, shall pay to Seller, in cash, by wire transfer of immediately available funds an amount equal to FIVE HUNDRED THOUSAND DOLLARS OF THE UNITED STATES OF AMERICA (US$500,000) (the “Cash Consideration”).
Consideration at Closing. As full payment for the transfer of the Assets to ESSXSPORT, ESSXSPORT shall deliver as soon after the Closing is concluded, 50,000 shares of ESSXSPORT's common stock,__[having a par value of $_ _$.050_ _ per share,]__ which must be issued as follows: _ Pacific Mat, Inc _. ESSXSPORT and PACIFIC MAT intend the stock to be characterized as Section 144 restricted shares under the provisions of the applicable Internal Revenue Code. #5 ACCOUNTS RECEIVABLE Selling Parties will deliver to ESSXSPORT on the closing date a schedule of all accounts receivable and their amounts, together with a correct and complete aging of these accounts, and a schedule of all inventories of raw materials, work in process, finished goods, and supplies of PACIFIC MAT and Subsidiary, and the cost of each of these items, as of the last business day before the closing date.
Consideration at Closing. At the Closing, subject to the terms and conditions hereof and subject to adjustment as set forth in Section 2.4 hereof: (a) UOL shall cause to be delivered to Purchaser certificates representing the Ivy Shares, together with stock powers duly endorsed in blank for the transfer of the Ivy Shares to Purchaser, and, if applicable, with all necessary transfer taxes paid or other revenue stamps affixed thereto; (b) Purchaser shall deliver to UOL by check or wire transfer the sum of $25,000.00; and (c) Ivy shall execute the $420,919.97 promissory note in favor of UOL attached hereto as Exhibit A. ARTICLE 3
Consideration at Closing. As full payment for the transfer of the Shares by Shareholders to Pathways, in accordance with the provisions of Section 8 (Closing provisions), Pathways must deliver the following:.
2.3.1. On the Closing Date or as expeditiously as reasonably possible, the number of shares of Pathways Common Stock, having a par value of $0.01 per share, determined by dividing the market price of Pathways Common Stock into One-Million Five Hundred Thousand Dollars ($1,500,000.00). The market price for the shares of Pathways Common Stock for this purpose will be the closing price for such stock on the NASDAQ Stock Exchange on the day immediately preceding the Closing Date ("Closing Date Market Price"). These shares shall be allocated to the Shareholders as follows:
(a) Xxxxx Xxxxxx shall receive the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price of Pathways Common Stock into One Million Twenty Thousand Dollars ($1,020,000.00). Of these shares, the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into Eight Hundred Fifty Thousand Dollars ($850,000.00) shall be registered on Form S-3 with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, as expeditiously as reasonably possible and the remaining number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into One Hundred Seventy Thousand ($170,000) shall not require the filing of a Form S-3, registration statement or similar document. Pathways will take every reasonable step possible to ensure that the registered shares are filed as soon as possible after Pathways' SEC counsel has received an executed copy of this Agreement. .
(b) Xxx Xxxxx shall receive the number of shares of Pathways Common Stock determined by dividing the market price of Pathways Common Stock (as determined above) into Four Hundred Fifty Thousand Dollars ($450,000.00). Of these shares, the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into One Hundred Thousand Dollars ($100,000.00) shall be registered on Form S-3 with the SEC pursuant to the Securities Act of 1933, as amended, as expeditiously as reasonably possible, and the remaining number shares determined by dividing the Closing Date Market Price into Three Hundred Fifty Thousand Dollars ($350,000.00) shall not require the filing of a Form S-3, registration statement or similar d...
Consideration at Closing. As full payment for the transfer of the Shares by Shareholder to Pathways, in accordance with the provisions of Section 8, (Closing Provisions) Pathways must deliver the following at closing:
2.3.1 Two Hundred Eighteen Thousand Seven Hundred Fifty (218,750) shares of Series B Convertible Preferred Stock of Pathways ("Pathways Preferred Stock"), the terms and conditions of which are attached hereto as Exhibit A.
2.3.2 Shareholder may not exercise any conversion rights or privileges with respect to the Pathways Preferred Stock for one year from the date of issuance of Pathways Preferred Stock to Shareholder.
2.3.3 Subject to any adjustments detailed in Exhibit A, if, after the expiration of exactly one year from that date of issuance of the Pathways Preferred Stock ("Anniversary Date"), the market price of Pathways' publicly traded common stock is less than $8.00 per share, each share of Pathways Preferred Stock shall be convertible into two shares of Pathways' publicly traded common stock. If, on the Anniversary Date, the market price of Pathways' publicly traded common stock is equal to or exceeds $8.00 per share, each share of Pathways Preferred Stock shall be convertible into one share of Pathways' publicly traded common stock.
2.3.4 The form of Certificate of Designation of the Pathways Preferred Stock is attached hereto as Exhibit A.
Consideration at Closing. Remaining amounts due at Closing, which may consist of cash, electronic transfer funds, certified check, or Cashier’s Check (Good Funds), as agreed upon by the Parties.
Consideration at Closing. At closing, the Buyer shall deliver to the Seller the payment to be made at Closing.
Consideration at Closing. (a) At or before Closing Buyer shall pay the following into Escrow for payment by Escrow to the lenders described below:
(i) $137,278.01, as payment by Buyer of all outstanding principal and other charges to July 3, 2000 under the loan by City National Bank (Loan 20967/2304), plus daily interest in the amount of $43.43 per day through the Closing Date.
(ii) $43,091.34, as payment by Buyer of all outstanding principal and other charges to June 30, 2000 under the loan by the United States Small Business Administration/Pacific Bank (Loan 7646523003), plus daily interest in the amount of $4.67 per day through the Closing Date.
Consideration at Closing. In consideration for the acquisition of the Company Stock in accordance with Section 2.1, above, Buyer shall, on the Closing Date, (i) pay to Seller the cash sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) by delivery, at Buyer's option, of a cashier's or certified bank check, or by wire transfer to an account or accounts designated by Seller; and (ii) deliver to Seller that certain Promissory Note in the principal amount of Two Million Dollars ($2,000,000), a copy of which is attached hereto as Exhibit "A."
