Initial Closing Payment. (a) Subject to the terms and conditions of this Agreement, including, without limitation, the valid adoption by the Company of the Charter and the Certificate of Designation and the filing thereof with the Secretary of State of Delaware, the valid adoption by the Company of its By-laws (the "By-laws"), in the form of Exhibit 1.2(a) attached hereto and made a part hereof, and upon the basis of the representations and warranties herein contained or at such earlier or later date as the parties shall agree, the Company hereby agrees to sell to you and issue to you or your nominee, and you agree to purchase from the Company, (i) for the amount set forth to the right of your name under the heading "Initial Subordinated Note Investment" on Exhibit A.1 which is attached hereto and made a part hereof, that principal amount of Subordinated Notes, (ii) for the amount set forth to the right of your name under the heading "Initial Series A Preferred Stock Investment" on Exhibit A.1 which is attached hereto and made a part hereof, the number of shares of Series A Stock set forth under the heading "Initial Series A Preferred Stock Purchased" at a purchase price of $10.00 per share and (iii) for the amount set forth to the right of your name under the heading "Common Stock Investment" on Exhibit A.1 which is attached hereto and made a part hereof, the number of shares of Common Stock, $.001 par value (the "Common Stock") set forth under the heading "Common Stock Purchased" at a purchase price of $.05 per share (collectively, the "Initial Investment"). The proceeds of $1.8 million from this Initial Investment shall be disbursed to the Company in three installments of $600,000 as follows: (i)$600,000 which shall be comprised of proceeds from the sale of 32,210 shares of the Series A Stock, 2,000,000 shares of Common Stock and $0.178 million of
(b) At the Initial Closing, Park `N View, Ltd. ("PNV") shall transfer all of its Assets to the Company in exchange for 2,318,182 shares of Common Stock of the Company which shall be distributed to Existing Investors as set forth under the heading "Issuance of Common Stock" on Exhibit B which is attached hereto and made a part hereof. The Initial Closing shall take place at the offices of Shereff, Friedman, Hoffxxx & Xoodxxx, XXP, or at such other time and place as shall be agreed upon by the parties.
Initial Closing Payment. On the Initial Closing Date, the Purchaser shall pay to the Vendors the aggregate amount of €91,305,000 (ninety-one million three hundred and five thousand euros) in immediately available funds with value date on the Initial Closing Date by bank wire transfer to the bank accounts specified in the Pre-Closing Statement. Such amount is equal to 100% of the Estimated First Tranche Purchase Price less an amount equal to (i) the absolute value of the Estimated Net Debt less (ii) €195,000 (one hundred ninety five thousand euros) ((i) and (ii) together the "Buffer").
Initial Closing Payment. At the Initial Closing, (i) each Purchaser shall pay to the Company, by wire transfer of immediately available funds to an account designated by the
Initial Closing Payment. At the Initial Closing, Buyer shall pay and deliver to Seller by cashier’s check or wire transfer the amount of One Hundred Thousand Dollars ($100,000.00), less the amount of any Advances.
Initial Closing Payment. The portion of the Purchase Price payable by Purchaser at the Initial Closing shall be an amount equal to the product of (A) the sum of (i) $375,000,000, minus (ii) the aggregate amount of Closing Date Indebtedness in excess of $50,000,000, if applicable, multiplied by (B) a fraction whereby the numerator is the number of Target Shares (calculated on an as converted to Company Ordinary Shares basis) held by the Stockholders listed on Schedule A hereto and the denominator is the Fully Diluted Company Capital Stock (the “Initial Closing Date Payment”). At the Initial Closing, Purchaser shall issue certificates to the Stockholders and the Escrow Agent representing the aggregate number of shares of Purchaser Common Stock equal to the sum of (x) the Initial Closing Date Payment, minus (y) the product of (i) the Escrow Amount, multiplied by (ii) a fraction whereby the numerator is the number of Target Shares (calculated on an as converted to Company Ordinary Shares basis) held by the Stockholders listed on Schedule A hereto and the denominator is the aggregate number of Target Shares (calculated on an as converted to Company Ordinary Shares basis), divided by (z) Purchaser Per Share Price, and such certificates shall be allocated in accordance with Section 1.4.
Initial Closing Payment. The Company shall have delivered to the Purchaser, in immediately available funds, the Initial Closing Payment Amount to such account as the Purchaser shall have confirmed in writing to the Company no later than two (2) Business Days prior to the Initial Closing Date; provided that the Initial Closing Payment Amount may be satisfied by the Purchaser deducting the Initial Closing Payment Amount from the portion of the Aggregate Purchase Price applicable to the Initial Closing Purchase Securities.
Initial Closing Payment. At the Effective Time, and subject to the provisions of Article 3 hereof, Parent shall make a cash payment equal to the Initial Closing Payment Amount, subject to the provisions of Article 3 hereof, the remainder of the Initial Closing Payment Amount shall be payable in cash to the Participating Rights Holders in the respective amounts set forth on the Merger Consideration Certificate (as defined in Section 2.8 below) as being payable to each Participating Rights Holder in respect of the Initial Closing Payment Amount.
Initial Closing Payment. At the Closing Arrow will pay to each Selling Securityholder such Selling Securityholder's Percentage of FFR 211.7 million in immediately available funds by wire transfer to an account designated by such Selling Securityholder at least three (3) business days prior to the Closing Date (the "Closing Payment").
Initial Closing Payment. The closing of the Initial Repurchase (the "INITIAL CLOSING") shall occur on the business day (the "INITIAL CLOSING DATE") immediately following, and at the same place as, the PO Closing. At the Initial Closing, the Stockholder shall deliver to the Company certificates representing the Initial Repurchase Shares duly endorsed and in proper form for transfer to the Company, and the Company shall pay to the Stockholder an amount equal to the Repurchase Price multiplied by the number of the Initial Repurchase Shares by wire transfer of immediately available funds to an account designated by the Stockholder not less than two business days prior to the Initial Closing Date.
Initial Closing Payment. At the Closing, the Purchaser shall pay to the Sellers the Adjusted GAAP Equity calculated from the 2004 GAAP Balance Sheet (as defined in Article XI) minus the Closing Date BIPD Funding Requirement (as defined in the BIPD Agreement) and minus any net adverse development on the Loss Reserves (as defined in Section 7.1) since December 31, 2004, on Loss Reserves as of December 31, 2004, based upon actuarial select in the latest quarterly Independent Actuarial Evaluation (as defined in Section 7.2) available (the “Initial Closing Payment”).
