Payment of Closing Purchase Price. At the Closing, Purchaser shall pay to the Company the Closing Purchase Price by wire transfer of immediately available funds to the account designated by the Company prior to the date hereof.
Payment of Closing Purchase Price. At the Closing, as the aggregate purchase price for the Purchased Assets the Buyer shall (i) pay to the Companies an aggregate amount equal to twenty-five million seven dollars and 40/100 ($25,000,007.40) in cash by wire transfer of immediately available funds (the “Closing Cash Purchase Price”) and (ii) cause five hundred eighty one thousand two hundred sixty (581,260) shares of Parent Common Stock payable to the Companies pro rata in accordance with their Company Pro Rata Share to be issued, and the Companies hereby direct such shares of Parent Common Stock to be issued to the Shareholders as set forth on, and in accordance with Schedule 2.1 (the “Closing Stock Purchase Price” and together with the Closing Cash Purchase Price, the “Closing Purchase Price”). The Closing Purchase Price shall be subject to adjustment as provided in Section 3 and, as so adjusted, is referred to herein as the “Purchase Price.” The delivery of the Closing Cash Purchase Price shall be made to the Companies pro rata in accordance with their Company Pro Rata Share; provided, that at the Closing, (a) Transaction Expenses and Shareholder Representative Expense Fund shall all be deducted from the Closing Cash Purchase Price as provided herein, and (b) an amount equal to five million dollars ($5,000,000) (including any interest and other amounts earned thereon, the “Escrowed Funds”), shall be deducted from the Closing Cash Purchase Price otherwise payable to the Companies and shall be placed in escrow with U.S. Bank National Association, a national banking association (the “Escrow Agent”), to be held in an account designated by the Companies pursuant to an escrow agreement in substantially the form of Exhibit A hereto (the “Escrow Agreement”). The Escrowed Funds shall be held in escrow to secure the indemnification obligations of the Companies and the Shareholders under Section 11.2 hereof, pursuant to the terms of the Escrow Agreement.
Payment of Closing Purchase Price. In the case of the First Closing and the Second Closing, the Investor shall have delivered to the Company the First Closing Purchase Price and the Second Closing Purchase Price, and in the case of the Third Closing shall have delivered to the Company and Double Unity notice of the Third Closing Date.
Payment of Closing Purchase Price. In consideration for the sale of the Membership Interests pursuant to this Agreement, at the Closing, the Purchaser shall pay an aggregate amount in cash equal to the Closing Purchase Price to NewCo by wire transfer of immediately available funds to the account specified by the Sellers’ Representative in writing not less than two (2) Business Days prior to the Closing Date. Following the Closing, the Closing Purchase Price will be subject to adjustment pursuant to Section 2.07.
Payment of Closing Purchase Price. In consideration for the transfer of the Shares and the Assets to Purchaser at and as of the Closing, Purchaser shall assume the Assumed Obligations and pay the Parent (as representative for the Asset Sellers and Shareholders) an amount equal to:
Payment of Closing Purchase Price. The Closing Purchase Price will be paid on the Closing Date by (a) the transfer by Buyer to Seller of the Shares, free and clear of all Claims, Orders and Liens, except those created by Seller, (b) cash in the amount of the Cash Payment, subject to the prorations and adjustments set forth in Section 4.5 hereof. The Cash Payment (as so adjusted) will be payable in full on the Closing Date by wire transfer of immediately available federal funds to a bank account designated by Seller to Buyer in writing no later than three Business Days prior to the Closing and (c) the transfer by Buyer to Seller of the Membership Interest, free and clear of all Claims, Orders and Liens which will be effectuated by Seller becoming a party to the Limited Liability Company Agreement.
Payment of Closing Purchase Price. On the Closing Date, the Closing Purchase Price shall be paid by Buyer to Sellers as follows:
Payment of Closing Purchase Price. Subject to the terms and conditions hereof, at the Closing, the Purchaser shall pay or cause to be paid to the Selling Entities in immediately available funds by wire transfer to one or more bank accounts designated by the Seller Parties at least two (2) business days prior to the Closing Date, cash in U.S. Dollars in an amount equal to the Closing Purchase Price, less the Closing Debt Amount to be wired pursuant to Section 3.04(b)(v) below, less the Holdback Amount to be wired to the Escrow Agent pursuant to Section 2.09 and any Delayed Closing Amount, if any, to be wired to the Escrow Agent pursuant to Section 3.02. The Closing Purchase Price is subject to further adjustment after the Closing Date as provided in Section 2.07.
Payment of Closing Purchase Price. At the Closing, in consideration for the sale of the Xygent Securities, the Purchaser shall pay to the Seller, in immediately available funds, by wire transfer to the account or accounts designated by the Seller, $2,250,000 (the "Closing Purchase Price"). The Purchaser shall also pay the Buyer the Deferred Purchase Price as provided in Section 1.4 below.
Payment of Closing Purchase Price. Subject to the terms and conditions herein, the Closing Purchase Price will be paid on the Closing Date by delivery by Buyer to Seller of (a) $500,000 in cash and (b) a promissory note in the principal amount of $20,240,704 in the form attached hereto as Exhibit A (the “Note”). The Note shall (a) provide for interest at an annual rate of 6%, payable quarterly; (b) an amortization schedule as set forth in the Note; and (c) a maturity date of May 31, 2018. The Note will be guaranteed by the Companies and Xxxxxxx Xxxxxx, personally.
