Payment of Closing Consideration Sample Clauses

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 3.3 below and the provisions set forth in Section 11, 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. (i) Subject to adjustment as provided in Section 3.3 below and the provisions set forth in Section 11, PainCare shall deliver the Closing Shares to the Company or alternatively, to the Shareholders as indicated in an instruction letter from the Company delivered to PainCare. 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 Asset Purchase Agreement dated as of October 14, 2005, by and among PainCare Holdings, Inc., PainCare Acquisition Company XXI, Inc., Xxxxxxxxxxx X. Xxxxxxx, M.D., P.C., Xxxxxxxxxxx X. Xxxxxxx, M.D. and Xxxx Xxxxxxx, M.D. and that certain Management Services Agreement dated as of October 14, 2005, by and among PainCare Acquisition Company XXI, Inc., Xxxxxxx Xxxxxxx, Inc., Xxxxxxxxxxx X. Xxxxxxx, M.D. and Xxxx Xxxxxxx, M.D.

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. 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: (a) to the Persons entitled thereto (or to the Company for payment to the Persons entitled thereto), the amount of Estimated Indebtedness; (b) to the Persons entitled thereto (or to the Company for payment to the Persons entitled thereto), the amount of the Estimated Transaction Expenses; (c) to the Blocker Company Sellers, the amount of the Blocker Company Indebtedness; (d) to the Sellers’ Representative, the Sellers’ Representative Fund Amount; (e) to the Escrow Agent, the Escrow Amount; and (f) to the Sellers, an amount equal to the Net Purchase Price, paid in accordance with the Waterfall Spreadsheet. The parties hereby agree that the Waterfall Spreadsheet shall govern the allocation amongst the Sellers (and shall not serve as a limitation as to the Purchaser’s rights under this Agreement) of any payments to or from the Sellers that are contemplated by this Agreement or any other Transaction Document in accordance with the priorities set forth in Section 5.1(b) of the Company Operating Agreement (as in effect on the date hereof). The parties further agree that the Sellers’ Representative shall be required to update the Waterfall Spreadsheet from time to time to reflect the allocation of any such payment and to promptly furnish any such update to the Purchaser. For the sake of clarity, the Waterfall Spreadsheet shall be used to allocate amongst the Sellers (i) any adjustment to the Net Purchase Price at the Closing, (ii) any Gross Purchase Price adjustment pursuant to Section 2.3(f), (iii) any Earn-out Amount pursuant to Section 2.4(g), (iv) any release of the Escrow Amount pursuant to Section 2.5(b) and (v) any Losses required to be indemnified by the Sellers in the aggregate pursuant to Article IX. For avoidance of doubt, the Purchaser shall have no responsibility for the accuracy of the Waterfall Spreadsheet and the payment of the Net Purchase Price by the Purchaser in accordance with the Waterfall Spreadsheet shall be deemed to satisfy the Purchaser’s obligation to each Seller pursuant to Section 2.2(f).

Payment of Closing Consideration. (a) At the Closing, the Purchaser shall deliver to the Stockholders the stock certificates representing the Closing Shares in the name of each Stockholder, in each case for such number of shares of Purchaser Common Stock as is equal to the product of (i) the total number of Closing Shares multiplied by (ii) such Stockholder’s Consideration Percentage; provided that any certificates representing Purchaser Common Stock to be delivered to a Stockholder shall, in each case, represent only whole shares of Purchaser Common Stock. In lieu of any fractional shares to which such Stockholder would otherwise be entitled, after combining any fractional interests of such Stockholder into as many whole shares as is possible, such Stockholder shall be paid in cash an amount equal to the dollar amount (rounded to the nearest whole cent, with $0.005 or less being rounded down) determined by multiplying the Closing Per Share Price by the fraction of a share of Purchaser Common Stock that would otherwise be deliverable to such Stockholder. (b) At the Closing, the Stockholders shall transfer, grant, convey, sell and assign to the Purchaser all of the Shares. At the Closing and thereafter, each Stockholder shall deliver to the Purchaser all physical original certificates evidencing all such securities with stock transfer powers, in a form acceptable to the Purchaser, appropriately completed and signed.

Payment of Closing Consideration. Each Seller shall sell to Buyer and Buyer shall purchase from each Seller, all of each Seller’s Interests in consideration for an aggregate amount of 75 million shares of MRMD common stock (the “Closing Consideration”). The shares of MRMD common stock delivered as the Closing Consideration shall be allocated among the Sellers pursuant to the Percentage Interests listed on Exhibit A hereto. Each Seller agrees that the shares comprising the Closing Consideration shall be subject to a lock up for twelve (12) months following the Closing.

Payment of Closing Consideration. Each Seller shall sell to Buyer and Buyer shall purchase from each Seller, all of each Seller’s Interests in consideration for an aggregate amount of (i) WORX common stock equal to 50% of WORX’s outstanding common stock on the Closing Date (as defined below); (ii) three million stock options of WORX to purchase WORX common stock which are exercisable over five years with an exercise price and vesting as follows: 1 million vesting at Closing and exercisable at a price of $0.15 per share, 1 million vesting on the one year anniversary of the Closing and exercisable at a price of $0.25 per share and 1 million vesting upon second anniversary of the Closing and exercisable at a price of $0.35 per share; and (iii) 49% of Buyer’s outstanding common stock on the Closing Date. The shares and options of WORX and Buyer common stock delivered as the Closing Consideration shall be allocated among the Sellers pursuant to the Percentage Interests listed on Exhibit A hereto.

Payment of Closing Consideration. (a) At the Closing, the Purchaser shall deliver the Closing Consideration, by wire transfer of immediately available funds, to the Members’ Representative for distribution to the Members based on each Member’s pro rata ownership of the Membership Interests. (b) At the Closing, the Members shall transfer, grant, convey, sell and assign to the Purchaser all of the issued and outstanding Membership Interests. At the Closing and thereafter, each Member shall enter into such instruments of transfer and assignments 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, if any, with assignments appropriately completed and signed.

Payment of Closing Consideration. The Closing Consideration Amount shall be paid as follows: (a) Parent shall issue and deliver the Closing Parent Shares as soon as practicable following the Closing (but in no case more than 14 days after Closing) as follows: (i) deliver the Closing Escrow Shares to the Escrow Agent and such shares shall be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement; and (ii) the remaining Closing Parent Shares in accordance with Section 2.3(e)(ii); and (b) Purchaser shall pay the Closing Cash Consideration at Closing as follows: (i) Purchaser shall deposit 50% of the Escrow Cash by wire transfer of immediately available funds into an account designated by the Escrow Agent and such amount shall be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement; (ii) Purchaser shall pay the Seller Accounts Payable and Indebtedness Amount in full by wire transfer of immediately available funds to each Person entitled thereto pursuant to the Payoff Letters; (iii) Purchaser shall pay all unpaid Seller Transaction Expenses in full by wire transfer of immediately available funds to the accounts designated by the applicable service providers as set forth in the Transaction Expense Statement; and (iv) Purchaser shall pay the remainder of the Closing Cash Consideration (after deduction of the amounts set forth in (i), (ii), and (iii) above) by wire transfer of immediately available funds to an account (the “Seller Wire Account”) designated in writing by Seller to Purchaser no later than three Business Days prior to the Closing Date