Payment of Closing Consideration. The Closing Consideration shall be payable as follows:
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. (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.
Payment of Closing Consideration. After the Effective Time, Parent, after surrender of the stock certificate that represented all of the issued and outstanding shares of Company Common Stock (the “Company Certificate”), together with a letter of transmittal duly executed and completed in accordance with the instructions thereto, shall be entitled to receive, with respect to each share of Company Common Stock, shares of Buyer Common Stock and cash in accordance with Section 1.8(a)(i). Upon such delivery of the Company Certificate and letter of transmittal, Buyer shall (i) issue to and in the name of Parent a stock certificate for shares of Buyer Common Stock representing four million two hundred twenty-five thousand (4,225,000) shares of Buyer Common Stock, (ii) pay to Parent in cash two million one hundred thousand dollars ($2,100,000), by wire transfer of immediately available funds to an account designated by Parent prior to the Closing Date, and (iii) pay to and deposit into escrow with the Escrow Agent (as defined below), two million five hundred thousand dollars ($2,500,000) (the “Escrow Amount”), by wire transfer of immediately available funds to an account designated by the Escrow Agent prior to the Closing Date, without any interest thereon in any case, whereupon the Company Certificate shall forthwith be canceled. Until so surrendered, the Company Certificate shall upon and following the Effective Time represent solely the right to receive the Merger Consideration for all of the shares of Company Common Stock it represented prior to the Closing, without interest, and any dividends or other distributions to which Parent becomes entitled in accordance with this Agreement upon surrender of the Company Certificate.
Payment of Closing Consideration. At the Closing, the Purchaser shall make a wire transfer of immediately available funds to pay or deposit, as applicable, (a) the Transaction Expenses on behalf of the Companies which shall be set forth on a schedule that the Companies shall deliver to the Purchaser two (2) Business Days prior to the Closing Date, (b) Eight Million Dollars ($8,000,000) in the Escrow Fund as provided in Section 9.06, (c) Two Hundred and Fifty Thousand Dollars ($250,000) into the Selling Party Representative Account Fund in accordance with Section 9.08, (d) Five Hundred Eighty Eight Thousand Eight Hundred Dollars ($588,800) to Medtown South, and (e) the balance of the Closing Consideration, reduced by the deductions pursuant to clauses (a) through (d) of this Section 2.02, Pro Rata to the Selling Members at the Closing to the accounts of the Selling Members designated on Schedule I hereto. At least two (2) Business Days prior to the Closing, the Companies shall deliver to the Purchaser a schedule prepared by the Chief Financial Officer(s) of the Companies setting forth good faith written estimates of the Closing Date Indebtedness Amount and the Closing Date Working Capital, which estimates shall be reasonably acceptable to the Purchaser and shall be referred to respectively as the “Estimated Closing Date Indebtedness Amount” and the “Estimated Closing Date Working Capital.”
Payment of Closing Consideration. (a) At the Closing, the Purchaser shall deliver to the (i) Members’ Representative, the Closing Cash Consideration for the benefit of each Member; in each case for such dollar amount as shall be equal to (A) $350,000 multiplied by (B) each Member’s Consideration Percentage; and (ii) Escrow Agent, stock certificates representing shares of Purchaser Common Stock in the name of the Escrow Agent for the benefit of each Member, in each case for such number of shares of Purchaser Common Stock (rounded down to the nearest whole share of Purchaser Common Stock) as is equal to the product of (A) the total number of Closing Shares to be issued by the Purchaser multiplied by (B) each Member’s Consideration Percentage; provided that any such certificates representing the Closing Shares shall, in each case, represent only whole shares of Purchaser Common Stock; with any fractional shares of Purchaser Common Stock that would have otherwise been issued to the Escrow Agent pursuant to subclause (ii) being rounded down) (such rounded down shares being, collectively, the “Escrowed Closing Consideration”).
Payment of Closing Consideration. (a) At the Closing, the Purchaser shall deliver to (i) Grifols Innovation and New Technologies Limited (“Grifols”) the Closing Cash Consideration by means of wire transfer of immediately available funds to an account or accounts designated by Grifols; and (ii) the Remaining Shareholders evidence of registration with the Purchaser’s transfer agent of shares of Purchaser Common Stock in the name of each Remaining Shareholder, in each case for such number of shares of Purchaser Common Stock (rounded down to the nearest whole share of Purchaser Common Stock) as is equal to the product of (A) the total number of Closing Shares to be issued by the Purchaser multiplied by (B) each remaining Shareholder’s Consideration Percentage (collectively, the “Closing Consideration”).
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:
Payment of Closing Consideration. On the Closing Date, the Purchaser shall deliver to the Paying Agent to be paid to the accounts designated by the Stockholder Representative the Closing Consideration which shall be distributed, without duplication, in accordance with the following distribution waterfall:
Payment of Closing Consideration. On the Closing Date, the Purchaser shall pay the following amounts by wire transfer of immediately available United States funds into the account or accounts designated by each of the following recipients prior to the Closing Date:
