Payment of Aggregate Purchase Price. The undersigned Investor shall have delivered the Aggregate Purchase Price for the Shares as specified in Sections 1.1 and 1.2 hereof.
Payment of Aggregate Purchase Price. Upon, or prior to, the execution of this Agreement by the Subscriber, the Subscriber shall deposit the amount of readily available funds equal to the Aggregate Purchase Price in a segregated escrow account with the Escrow Agent by check or wire transfer of immediately available funds pursuant to the instructions provided below. Subject to the terms and conditions of this Agreement (including, without limitation, the Company’s and the Placement Agent’s option, each at its sole discretion, to refuse to accept subscriptions, in whole or in part, from any Subscriber), the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units and the Company agrees to sell such number of Units to the Subscriber as is set forth upon the signature page hereof at the Aggregate Purchase Price as accepted by the Company and the Placement Agent. ABA Routing Number: ______________ Account Name: ______________ Account Number: ______________ For Further Credit: ______________ SEI Number: ______________ Reference: [Investor Name] Attn: ______________ The Subscriber must complete and return a duly executed, unaltered copy of this Agreement (including the completed Confidential Subscriber Questionnaire included in Article 7 hereof) to the Placement Agent at the Placement Agent’s address indicated in the Memorandum on or before the date indicated to the Subscriber by the Placement Agent to be eligible to participate in the Offering. The Company and the Placement Agent retain complete discretion to accept or reject any subscription unless and until the Company executes a counterpart to this Agreement that includes such Subscriber’s signature.
Payment of Aggregate Purchase Price. The Investor shall make payment to the Company by wire transfer of the Aggregate Purchase Price in accordance with Section 1.1(b); and
Payment of Aggregate Purchase Price. The Investor shall have delivered to the Escrow Agent the Aggregate Purchase Price in accordance with Section 1.1; and
Payment of Aggregate Purchase Price. The Lenders shall have paid the Aggregate Purchase Price to the Company in accordance with Section 1(b) hereof.
Payment of Aggregate Purchase Price. Purchaser shall pay
(a) the Aggregate Purchase Price less the Escrow Amount to the Sellers’ Accounts as allocated in Schedule 4.5; and
(b) the Escrow Amount to the Escrow Account, each by wire transfer in immediately available funds at the Signing Date. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
Payment of Aggregate Purchase Price. Subject to the terms and conditions hereof, at Closing, Purchaser shall (A) pay or cause to be paid to Chemtura, as agent for all Sellers, an amount in cash equal to (a) $950,000,000, plus (b) the Estimated Working Capital Adjustment Amount (if such amount is positive), minus (c) the absolute value of the Estimated Working Capital Adjustment Amount (if such amount is negative), plus (d) the Estimated Retained Cash, minus (e) the absolute value of the Estimated Closing Indebtedness (if any) (the sum of the foregoing clauses (a) through (d), the “Estimated Cash Consideration”), by wire transfer of immediately available funds to the account designated by the Company and (B) issue to Chemtura the Stock Consideration. In addition, at Closing Purchaser shall, on behalf of the Sellers, pay the Closing Indebtedness by wire transfer in accordance with payoff letters relating thereto. The Estimated Cash Consideration shall be subject to adjustment as provided in Section 1.8.
Payment of Aggregate Purchase Price. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company, reasonably acceptable to, and on terms approved by the Company, to act as exchange agent ("Exchange Agent") for the payment of the Aggregate Purchase Price to stockholders of the Company, holders of Options and holders of Deferred Restricted Stock, entitled to payment thereof pursuant to Sections 1.2(a), 1.3(a) and 1.3(b) hereof, respectively. Immediately prior to the Effective Time, Purchaser shall deposit, or cause to be deposited, by wire transfer in immediately available funds, in trust with the Exchange Agent, in cash, the Aggregate Purchase Price. Promptly after the Effective Time but in no event more than five (5) business days after the Effective Time, Purchaser will send, or will cause the Exchange Agent to send, to each holder of Shares, Options or Deferred Restricted Stock, as the case may be, at the Effective Time a letter of transmittal applicable to the Shares, Options or Deferred Restricted Stock, as the case may be, held by such holder for use in exchanging such holder's Shares, Options or Deferred Restricted Stock, as the case may be, for the consideration payable with respect to the Shares, Options or Deferred Restricted Stock held by such holder, as the case may be, pursuant to Sections 1.2(a), 1.3(a) and 1.3(b) hereof, as appropriate (which shall be in form and substance satisfactory to the Purchaser and which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares or other documentation representing such Options or Deferred Restricted Stock awards, as the case may be, to the Exchange Agent).
(b) Each holder of Shares, Options and Deferred Restricted Stock that have been converted into a right to receive the appropriate consideration as set forth in Sections 1.2(a), 1.3(a) and 1.3(b) hereof, upon surrender to the Exchange Agent of: (i) a certificate or certificates representing such Shares, or, in the case of Shares represented by a book-entry position, transmission of an agents' message to the Exchange Agent in connection with the book-entry Shares to be surrendered; (ii) an agreement representing the Options to be surrendered; or (iii) an award representing the Deferred Restricted Stock to be surrendered, will be entitled to receive, in exchange therefor, cash which such holder has the right to receive pursuant to Sections 1.2(a), 1.3(a) or 1.3(b) hereof...
Payment of Aggregate Purchase Price. (a) At the Closing, Purchaser shall:
(i) authorize the Payment of the Letter of Credit to Seller as and for a portion of the Purchase Price;
(ii) pay the balance of the Cash Purchase Price; and
(iii) cause Value City to issue the Stock Consideration to the Seller.
(b) Any and all sums to be paid by Purchaser at Closing shall be paid by wire transfer to Seller or as otherwise designated by Seller in writing not less than two (2) business days prior to Closing.
(c) The Installment Purchase Price shall be paid by Purchaser in three equal annual installments beginning on the first anniversary of the Closing Date, by wire transfer to Seller or as otherwise designated by Seller in writing not less than two (2) Business Days prior to the date such payment becomes due, except to the extent such Installment Purchase Price is subject to a Purchase Price Adjustment and provided, however, that the payment of the Installment Purchase Price, or any remaining payments due in connection with the Installment Purchase Price, shall accelerate and become immediately due and payable upon the consummation of a sale of all or substantially all of the assets, a sale of all or substantially all of the shares of capital, or a liquidation, of Purchaser.
Payment of Aggregate Purchase Price. Prior to the Effective Time of the Merger, CFAC will deposit an amount of cash equal to the Aggregate Purchase Price in an escrow account with a bank or trust company selected by CFAC and reasonably acceptable to Mission (the "Exchange Agent") for the benefit of the holders of Mission Stock, for exchange in accordance with (i) this Agreement, and (ii) an agreement between CFAC and the Exchange Agent in form and substance reasonably acceptable to Mission. Delivery to such holders of the cash to which they are entitled will subsequently be made by CFAC against delivery of share certificates formerly evidencing Mission Stock (duly executed and in proper form for transfer) to CFAC in accordance with this Section 2.4 and an agreement to be entered into between CFAC and the Exchange Agent.
