Issuance of Earn Sample Clauses

Issuance of Earn. Out Shares at the Closing. (a) In addition, at the Closing, Acquiror shall also issue to the Shareholders 320,000 shares of restricted Common Stock of Acquiror (the "Earn-Out Shares"), which shares shall be delivered to the firm of Xxxxx, Gildan, Xxxxxx, Xxxxxx & White, P.A., as Escrow Agent. While the Shareholders may exercise voting rights with respect to the Earn-Out Shares and be entitled to receive dividends paid thereon, all or a portion of the Earn-Out Shares shall be subject to divestiture pursuant to the terms of this Section 2.2 and shall be held in escrow under the terms of the Escrow Agreement in the form attached hereto as Schedule 2.2. At the end of the Earn-Out Period (as defined below), the Escrow Agent shall deliver to the Shareholders that number of Earn-Out Shares, if any and up to all, earned pursuant to this Section 2.2. (b) The number of shares to be delivered by the Escrow Agent to the Shareholders shall be based upon an Earn-Out formula over a period of eight (8) months (the "Earn-Out Period") following the Closing Date as follows: .026 of a share of Common Stock for each dollar of the excess of the "Net Accounts Receivable" of Acquiror and its subsidiaries at the end of such Earn-Out Period over the Net Accounts Receivable as of the Closing Date. "Net Accounts Receivables" shall mean contract receivables less unearned finance income, less any bad debt or loss reserve as set forth on the financial statements of Acquiror and its subsidiaries (or if no such financial statements have been prepared, on their financial books and records of original entry). Net Accounts Receivables shall not include any receivables generated by or arising out of bulk or portfolio purchases of receivables subsequent to the Closing Date, but will include purchases of Override Business (as hereinafter defined) from other premium finance companies. Override Business shall be comprised of finance receivables originated less than 30 days prior to purchase by Acquiror or its
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Related to Issuance of Earn

  • Issuance of Bonds Subject to the satisfaction of and compliance with all of the provisions, covenants and requirements of this Agreement, in order to provide funds for the payment of the Project Costs, the Issuer has authorized the issuance and delivery of the Bonds to the Initial Purchaser in accordance with the Indenture.

  • Issuance of Note Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, a Note in the principal amount set forth opposite such Investor’s name on the signature page hereto.

  • Issuance of Debt On the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

  • Issuance of Notes The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute, issue and deliver the Notes pursuant to the Indenture.

  • Issuance of the Bonds The Authority shall issue the Bonds under and in accordance with the Indenture, subject to the provisions of the bond purchase agreement among the Authority, the initial purchaser or purchasers of the Bonds and the Company. The Company hereby approves the issuance of the Bonds and all terms and conditions thereof.

  • Original Issuance of Notes 3 Section 2.01 Form..............................................................................3 Section 2.02 Execution, Authentication and Delivery............................................3 Section 2.03

  • Issuance of Payments Payments shall be delivered as follows: (i) All payments owed to Xxxxxxxx, pursuant to § 3.1 shall be delivered to the following payment address: Xxxx X. Xxxxx, Esquire Xxxxxxx & Xxxxx, LLC Xxx Xxxx Xxxxx, Xxxxx 000 Xxxx Xxxxxx, XX 00000 (ii) All payments owed to OEHHA (EIN: 00-0000000), pursuant to § 3.1 shall be delivered directly to OEHHA (Memo Line “Prop 65 Penalties”) at the following addresses: For United States Postal Service Delivery: Xxxx Xxxxxxx Fiscal Operations Branch Chief Office of Environmental Health Hazard Assessment X.X. Xxx 0000 Xxxxxxxxxx, XX 00000-0000 For Non-United States Postal Service Delivery: Xxxx Xxxxxxx Fiscal Operations Branch Chief Office of Environmental Health Hazard Assessment 0000 X Xxxxxx Xxxxxxxxxx, XX 00000

  • Issuance of Letter of Credit Upon satisfaction or waiver (in accordance with subsection 10.6) of the conditions set forth in subsection 4.3, the Issuing Lender shall issue the requested Letter of Credit in accordance with the Issuing Lender's standard operating procedures.

  • Procedure for Issuance of Letter of Credit The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request with respect to the requested Letter of Credit. Upon receipt of any Application, an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by it (including the amount thereof).

  • Discontinuance of Issuance of Certificates The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust.

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