Payment of Closing Consideration. Cypress shall have delivered to Cellatope the Closing Consideration (subject to the terms of Sections 2.1 and 2 3).
Payment of Closing Consideration. The Closing Consideration shall be payable as follows:
(a) Subject to adjustment as provided in Section 4.3 below, PainCare shall deliver the Cash Due at Closing to the Shareholders via wire transfers at the time of the Closing, one half of the entire Cash Due at Closing being wired to a bank account designated by Xxxxxx and the other half of the entire Cash Due at Closing being wired to a bank account designated by Vilims. At least two (2) days prior to the Closing, each Shareholder shall notify PainCare in writing of the bank account to which his one half of the Cash Due at Closing shall be wired.
(b) Subject to adjustment as provided in Section 4.3 below, at the Closing or as soon thereafter as is reasonably possible PainCare shall deliver the Closing Shares to the Shareholders as follows: Three Hundred Fourteen Thousand Three Hundred Forty Nine (314,349) of the Closing Shares shall be delivered to Xxxxxx in his name and Three Hundred Thirty Nine Thousand Three Hundred Forty Nine (339,349) of the Closing Shares shall be delivered to Vilims in his name. The certificates evidencing the Closing Shares shall bear the following legend: “The sale, transfer, hypothecation, negotiation, pledge, assignment, encumbrance or other disposition of this share certificate and the shareholdings represented hereby are subject to all of the terms, conditions and provisions of that certain Merger Agreement dated as of April __, 2005, by and among PainCare Holdings, Inc., PainCare Acquisition Company XVII, Inc., CPS Merger Corp., Xxxxxxx Xxxxxx, M.D. and Xxxxx Xxxxxx, M.D. and that certain Management Services Agreement dated as of April __, 2005, by and between PainCare Acquisition Company XVII, Inc. and Colorado Pain Specialists, P.C.”
Payment of Closing Consideration. The Closing Consideration shall be payable as follows:
(a) Subject to adjustment as provided in Section 3.4 below and the provisions set forth in Sections 8, 9 and 10 below, PainCare shall deliver (or cause the Escrow Agent to deliver) the Closing Cash to the Company via wire transfer on the Closing Time to a bank account(s) designated by the Company. At least five (5) days prior to the Closing Time, the Company shall notify PainCare in writing of the bank account(s) to which the Closing Cash shall be wired.
(b) Subject to adjustment as provided in Section 3.4 below and the provisions set forth in Sections 8, 9 and 10 below, PainCare shall deliver the Closing Shares to the Company or alternatively, to the Members as indicated in an instruction letter from the Company delivered to PainCare.
Payment of Closing Consideration. (a) At the Closing, the Purchaser shall deliver the Closing Consideration, by wire transfer of immediately available funds, to the Stockholders’ Representative for distribution to the Stockholders based on each Stockholder’s pro rata ownership of the Shares.
(b) At the Closing, the Stockholders shall transfer, grant, convey, sell and assign to the Purchaser all of the issued and outstanding Shares, including all outstanding options, warrants, rights or other securities convertible into shares of capital stock of the Company. At the Closing and thereafter, each Stockholder shall enter into such instruments of transfer, including stock powers and stock transfer agreements, as may be requested by the Purchaser to evidence such transfer and shall deliver to the Purchaser all physical original certificates evidencing all such securities or rights with stock transfer powers appropriately completed and signed.
Payment of Closing Consideration. (a) At the Closing, Acquiror shall deliver to the Members an aggregate amount in cash equal to the Base Purchase Price, minus:
(i) the Closing Indebtedness set forth on the CFO Certificate (which will be paid by Acquiror directly to the applicable lenders pursuant to payoff letters from each such lender as contemplated by Section 3.2(a)(ix));
(ii) the Company Expenses set forth on the CFO Certificate;
(iii) the Indemnity Escrow Amount; and
(iv) the Working Capital Escrow Amount; (such amount, the “Closing Consideration”), by wire transfer of immediately available funds to accounts designated by the Members in writing to Acquiror at least five (5) days prior to the Closing Date, with such payment to be made in accordance with the Allocation Certificate. *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION
(b) At the Closing, Acquiror shall deposit the Working Capital Escrow Amount and the Indemnity Escrow Amount in separate accounts with an escrow agent mutually acceptable to Acquiror and the Member Representative (the “Escrow Agent”) as escrow agent under an escrow agreement (the “Escrow Agreement”), in form and substance reasonably satisfactory to Acquiror and the Member Representative, to be entered into at the Closing by Acquiror, the Member Representative and the Escrow Agent. At any time, the amount of cash held by the Escrow Agent related to the Indemnity Escrow Amount, together with any proceeds thereon, shall at such time constitute the “Indemnity Escrow Funds,” and the amount of cash held in a separate account by the Escrow Agent related to the Working Capital Escrow Amount, and any additional amount that may be deposited into escrow with the Escrow Agent pursuant to Section 2.5, together with the proceeds thereof, shall at such time constitute the “Working Capital Escrow Funds.” The Escrow Agreement shall set forth the terms upon which disbursements shall be made by the Escrow Agent and shall provide for the release by the Escrow Agent to the Member Representative for further distribution to the Members in accordance with Section 11.13(g) of [***] the Indemnity Escrow Funds, on the date that is eighteen (18) months after the Closing Date, in each case less the amount of any claims paid from the Indemnity Escrow Funds prior to such date and the amount necessary to cover any pending Claimed Amounts.
Payment of Closing Consideration. The Closing Consideration shall be payable as follows:
(a) Subject to adjustment as provided in Section 3.3 below and the provisions set forth in Section 10, PainCare shall deliver the Closing Cash to the Company via wire transfer on the Closing Time to a bank account(s) designated by the Company. The Company shall notify PainCare in writing of the bank account(s) to which the Closing Cash shall be wired.
(b) Subject to adjustment as provided in Section 3.3 below and the provisions set forth in Section 10, PainCare shall deliver the Closing Shares to the Company or alternatively, to the Members as indicated in an instruction letter from the Company delivered to PainCare.
Payment of Closing Consideration. The Closing Consideration shall be payable as follows:
(a) Subject to adjustment as provided in Section 3.3 below and subject to the rights of PainCare as set forth in Section 13 below, PainCare shall deliver the Closing Cash to the Shareholder on or before December 15, 2004; and
(b) Subject to adjustment as provided in Section 3.3 below and subject to the rights of PainCare as set forth in Section 13 below, PainCare shall deliver the Closing PainCare Shares to Xxxxxx Xxxxxx, Esq., counsel for the Shareholder (“Xx. Xxxxxx”), in the denominations indicated in Disclosure Schedule 3.2(c). The certificates evidencing the Closing PainCare Shares shall bear the following legend: “The sale, transfer, hypothecation, negotiation, pledge, assignment, encumbrance or other disposition of this share certificate and the shareholdings represented hereby are subject to all of the terms, conditions and provisions of Section 13 of that certain Merger Agreement dated as of April 29, 2004, by and among PainCare Holdings, Inc. and certain of its shareholders.”
Payment of Closing Consideration. The Closing Consideration shall be payable as follows:
(a) Subject to possible adjustment as provided in Section 4.3 below, PainCare shall deliver the Cash Due at Closing to the Shareholder via wire transfer at the time of the Closing to a bank account designated by the Shareholder. At least two (2) days prior to the Closing, the Shareholder shall notify PainCare in writing of the bank account to which his Cash Due at Closing shall be wired.
(b) Subject to possible adjustment as provided in Section 4.3 below, at the Closing or as soon thereafter as is reasonably possible (but in no event more than five (5) business days after Closing), PainCare shall deliver the Closing Shares to the Shareholder. The certificates evidencing the Closing Shares shall bear the following legend: “The sale, transfer, hypothecation, negotiation, pledge, assignment, encumbrance or other disposition of this share certificate and the shareholdings represented hereby are subject to all of the terms, conditions and provisions of that certain Merger Agreement dated as of January 20, 2006, by and among PainCare Holdings, Inc., PainCare Acquisition Company XIX, Inc., Desert Pain Medicine Group, a Medical Corporation, and C. Xxxxxx Xxxxxxxx, Xx., M.D. and that certain Management Services Agreement dated as of January 20, 2006, by and between PainCare Acquisition Company XIX, Inc. and Desert Pain Care Medicine Group, A Medical Corporation.”
Payment of Closing Consideration. In consideration of the sale and transfer of the Shares to Purchaser as described in Section 2.1, subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall deliver to each Seller by wire transfer of immediately available funds to an account specified in writing by the Seller Representative to Purchaser, in exchange for such Seller’s Shares, the portion of the Closing Consideration to be delivered to such Seller as set forth on a consideration schedule in the form attached hereto as Schedule 2.3, which shall be delivered to the Sellers and Purchaser by the Seller Representative not less than one (1) Business Day prior to the Closing (the “Consideration Schedule”). The Consideration Schedule shall include each of the following:
(i) The calculation of the Closing Consideration pursuant to Section 2.3(a);
(ii) The portion of the Closing Consideration to be paid by Purchaser to each Seller for such Seller’s Shares being sold hereunder, and the Allocation Percentage of each Seller; and
(iii) The portion of the Closing Consideration to be paid by Purchaser to each Seller for such Seller’s Shares at the Closing and the portion of each of the Indemnity Escrow Amount and the Retention Escrow Amount relating to such Seller’s Shares.
Payment of Closing Consideration. At the Closing, Acquiror shall deliver to Seller the amount of $[†] (the “Base Purchase Price”).
