Delivery of Closing Consideration Sample Clauses

Delivery of Closing Consideration. Buyer shall have delivered to PHC the cash and the Warrant Certificates referred to in Section 1.1(b) above.

Delivery of Closing Consideration. On the Closing Date: (a) (i) CP shall surrender and deliver to the Purchaser the original CP Note instrument (duly endorsed by CP in blank), as amended and/or restated in order to effect the Agrify Debt Obligation Amendments with respect to the Purchased Agrify Debt Obligations (and, for the avoidance of doubt, the Remaining GIC Note Obligations) against which (ii) the Purchaser shall issue and deliver to CP the CP Shares and pay the CP Closing Cash (collectively, the “CP Closing Consideration”) by wire transfer of immediately available funds to the account of CP designated by such Party in writing prior to the Closing; and (i) GIC shall surrender and deliver to the Purchaser the original GIC Note instrument (duly endorsed by GIC in blank) and all documents, agreements and instruments implementing, securing, recording, memorializing or otherwise evidencing the GIC Loans, as amended and/or restated in order to effect the Agrify Debt Obligation Amendments with respect thereto (if any) against which (ii) the Purchaser shall issue and deliver to GIC the GIC Shares and pay the GIC Closing Cash (collectively, the “GIC Closing Consideration”; and collectively with the CP Closing Consideration, the “Closing Consideration”) by wire transfer of immediately available funds to the account of GIC designated by such Party in writing prior to the Closing. All Closing Consideration paid or delivered in accordance with the foregoing shall be deemed to have been paid in full satisfaction of all rights, titles and interests of Sellers pertaining to the Purchased Agrify Debt Obligations.

Delivery of Closing Consideration. (i) As soon as reasonably practicable after the Closing, to the extent not previously delivered as part of the Written Consent and Release, each Company Securityholder shall deliver a Form W-9 (or an applicable Form W-8) to Acquirer. (ii) Upon receipt of written confirmation of the effectiveness of the Merger from the Secretary of State of the State of Delaware and following receipt of an executed Form W-9 (or an applicable Form W-8) from a Company Securityholder, Acquirer will (A) issue to such Converting Holder the shares of Acquirer Common Stock and cash issuable to such Converting Holder pursuant to Section 1.3(a)(i), less a number of shares of Acquirer Common Stock and cash equal to such Converting Holder’s Pro Rata Share of the Holdback Amount, in each case other than in respect of Dissenting Shares to holders thereof, (B) issue to such holder of Company Warrants the shares of Acquirer Common Stock and cash issuable to such holder pursuant to Section 1.3(a)(ii), less a number of shares of Acquirer Common Stock and cash equal to such Converting Holder’s Pro Rata Share of the Holdback Amount, and (C) issue to holder of the Convertible Note, the Acquirer warrants described in Section 1.3(a)(iii). The deliveries and issuances required under this Section 1.4(a) are to be made within three Business Days following written confirmation of the effectiveness of the Merger and the receipt of the foregoing Tax forms.

Delivery of Closing Consideration. At the Closing, FNEDC shall issue and deliver to the Shareholders the Convertible Notes and Promissory Notes to which the Shareholders shall be entitled pursuant to Section 1.1 hereof. FNEDC shall also pay the Cash Component to the Shareholders as provided in Section 1.1(b) above.

Delivery of Closing Consideration. At the Closing, Summit shall deliver, or cause to be delivered (including, if applicable, (i) by delivering instructions to Summit’s Transfer Agent in respect of any delivery of shares of Summit Common Stock, and (ii) by causing Summit Materials to deliver the Aggregate Cash Consideration): (a) the amount of the Aggregate Cash Consideration, by wire transfer of immediately available funds, to the bank account in the United States specified in writing by Cementos prior to the Closing, for the benefit of the Argos Parties entitled thereto; (b) to each counterparty or holder specified in each Payoff Letters, the Debt Payoff Amount identified in such Payoff Letter (solely to the extent such amount is taken into account in the calculation of the Estimated Aggregate Cash Consideration), on behalf of the Company and the Argos Parties, in accordance with the instructions specified in such Payoff Letter; and (c) to each Person who is owed a portion of the Company Transaction Expenses, the amount payable on behalf of the Company and the Argos Parties as specified in the invoices delivered by the Company prior to the date hereof, solely to the extent such amount is taken into account in the calculation of the Estimated Aggregate Cash Consideration.

Delivery of Closing Consideration. At the Closing, on the terms and subject to the conditions set forth in this Agreement, the Closing Consideration allocable to each Contributor shall be delivered as follows: (i) Each Contributor’s allocable share of the Cash Amount (which includes such Contributor’s share of the Mezz Debt Payoff Amount) shall be delivered to such Contributor and/or its designated Cash Recipients in the amounts set forth in the Closing Consideration Election Notice by wire transfer of immediately available funds to the account or accounts designated in the Closing Consideration Election Notice; provided, that such Contributor’s share of the Mezz Debt Payoff Amount may, at such Contributor’s election, be paid directly to the applicable mezzanine debt lender at Closing on behalf of such Contributor; (ii) Each Contributor’s allocable share of the OP Units shall be issued to such Contributor and/or to its designated Unit Recipients in the amounts set forth in the Closing Consideration Election Notice; and (iii) Operating Partnership shall either satisfy or assume the Assumed Debt Amount allocable to such Contributor, and in the event Operating Partnership elects to satisfy such Assumed Debt Amount, Operating Partnership shall deliver such Assumed Debt Amount to the applicable lender by wire transfer of immediately available funds.

Delivery of Closing Consideration. On the terms and subject to the conditions set forth herein, at the Closing, Purchasers shall (and Parent shall cause Purchasers to) make the payments set forth in Section 1.7.

Delivery of Closing Consideration. Each record holder of certificates evidencing shares of Company Stock to be exchanged pursuant to Section 1.6 (the “Certificates”), upon surrender to Parent or its designated representative of any Certificates for cancellation, together with a letter of transmittal in the form attached hereto as Exhibit H (the “Letter of Transmittal”) duly completed and validly executed in accordance with the instructions thereto, shall be entitled to receive, in exchange therefor the portion of the Closing Consideration to which such holder is entitled pursuant to Section 1.6 of this Agreement. At the Closing, Parent shall transmit the applicable portion of the Closing Consideration to which such holder is entitled in accordance with the terms hereof subject to receipt of all such holder’s Certificates for cancellation and such Letter of Transmittal. Until so surrendered, each Certificate shall, after the Effective Time, represent for all purposes only the right to receive the applicable portion of the Total Consideration in respect of the shares of Company Stock represented by such Certificate. Any holder of Company Stock who has not complied with this Article I shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) only as a general creditor thereof with respect to the applicable portion of the Total Consideration payable in respect of such shares of Company Stock, without any interest thereon.

Delivery of Closing Consideration. Section 4.1 Delivery of Company Common Stock and Payment of Closing Consideration 11 Section 4.2 Withholding Rights 12 Section 4.3 Waiver of Share Ownership Limitations 12 Section 5.1 Corporate Organization 12 Section 5.2 Capitalization 13 Section 5.3 Authority; No Violation 14 Section 5.4 Consents and Approvals 15 Section 5.5 Financial Statements 15

Delivery of Closing Consideration. Upon delivery to the Paying Agent of any certificates representing shares of Company Capital Stock (the “Certificates”) for cancellation or, if issued and lost, a declaration of lost share certificate in the form attached to the Letter of Transmittal (the “Certificate Declaration”), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, together with such other executed documents as may be required pursuant to the instructions set forth in the Letter of Transmittal, the Record Holder shall be entitled to receive, in exchange therefor the portion of the consideration at Closing to which such holder is entitled pursuant to Sections 1.7(a), (b), and (c) of this Agreement. The Paying Agent shall promptly transmit the applicable portion of the consideration at Closing to which such holder is entitled in accordance with the terms hereof after receipt of all such holder’s Certificates for cancellation or the Certificate Declaration and a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, together with such other executed documents as may be required pursuant to the instructions set forth therein. No interest shall be paid or accrued on any portion of the consideration payable hereunder.