Payment of Initial Purchase Price. The Initial Purchase Price shall be paid as follows:
(1) At the Closing, the Seller shall deliver to the Buyer a certificate signed by the Seller setting forth the aggregate total of the Affiliate Payables and Excluded Indebtedness both outstanding as of the Closing Date as well as paid after the Effective Closing Date. At the Closing, the sum of $8,937,000, minus the amount of any Affiliate Payables and Excluded Indebtedness both outstanding as of the Closing Date as well as paid after the Effective Closing Date, shall be payable by the Buyer to the Seller by wire transfer of immediately available funds to the account or accounts of the Seller, which shall be designated by the Seller in writing at least one full Business Day prior to the Closing Date. For purposes of this Agreement, a "BUSINESS DAY" is a day other than a Saturday, a Sunday or a day on which banks are required to be closed in the State of North Carolina.
(A) At the Closing, the Buyer shall issue to the Seller 2,313 shares of the Buyer's Class A Convertible Preferred Stock, Series III (the "PREFERRED STOCK"). The Preferred Stock will be convertible into shares of the Buyer's Class A Common Stock as provided in the Statement of Rights and Preferences attached as Exhibit A hereto. At the Closing, 1,813 shares of the Preferred Stock will be delivered to the Seller and 500 shares of the Preferred Stock (the "ESCROW SHARES") shall be placed in escrow with NationsBank of Texas, N.A. or another entity mutually acceptable to the Buyer and the Seller (the "ESCROW AGENT") by the Buyer in accordance with the escrow agreement in the form of Exhibit B hereto, with such other changes thereto as the Escrow Agent shall reasonably request (the "ESCROW AGREEMENT").
(B) The term of the Escrow Agreement shall be until February 1, 1999 (or such longer period of time as shall be necessary to complete the determination of Net Current Assets pursuant to Section 1.2(c) below). If, as of February 1, 1999 (or such later date as shall be necessary to complete the determination of the Net Current Assets), the Buyer shall have made no claims in respect of any Net Current Assets Shortfall (as defined in Section 1.2(c) below) or for indemnification pursuant to the terms of this Agreement, the Buyer will execute a joint instruction pursuant to the Escrow Agreement to instruct the Escrow Agent to deliver all of the Escrow Shares to the Seller pursuant to the terms of the Escrow Agreement.
(C) At the Seller's option, exercis...
Payment of Initial Purchase Price. On the Closing Date, Buyer will pay the Initial Purchase Price by wire transfer of immediately available funds into an account or accounts designated by Seller.
Payment of Initial Purchase Price. 6.2.1 The Purchaser shall pay the Chinese Initial Purchase Price and the Austrian Purchaser shall pay the Austrian Initial Purchase Price, in each case on the Business Day immediately before and with value on the Closing Date, into the DBBW Account under the reference “Purchase Price Sonar; 777/20493509” and under the instruction to De Brauw (for the attention of Xxxx Xxxxxx) that such amount shall be held by De Brauw in the DBBW Account on behalf of the Purchaser until signature by the Parties of the Closing Certificate, after which De Brauw in the DBBW Account shall:
(a) hold the Austrian Initial Purchase Price on behalf of the Seller and pay said amount in accordance with the Seller’s instructions; and
(b) subject to Clause 6.2.2, continue to hold the Chinese Initial Purchase Price on behalf of the Purchaser until receipt of the China Transfer Registration Certificate signed by the Parties, after which De Brauw in the DBBW Account shall hold the Chinese Initial Purchase Price on behalf of the Seller and pay said amount in accordance with the Seller’s instructions. For the avoidance of doubt, the title to the China Shares will transfer from Seller to Purchaser at the moment the China Transfer Registration Certificate, signed by the Parties, has been received by De Brauw.
6.2.2 In the event that the China Transfer Registration does not take place within 12 months of the Closing Date, the Seller’s obligations under this Agreement to transfer the Chinese Shares to the Purchaser shall terminate and De Brauw in the DBBW Account shall pay the Chinese Initial Purchase Price in accordance with the Purchaser’s instructions. In such event Parties also agree to terminate the China Equity Transfer Agreement in accordance with clause 7 of the China Equity Transfer Agreement.
Payment of Initial Purchase Price. In consideration of and in exchange for the sale of Seller’s Membership Interest to Purchaser, at the Closing, Purchaser shall pay to Seller an aggregate sum of (a) eight hundred twenty-five million Dollars ($825,000,000) and (b) an amount equal to fifty percent (50%) of the Estimated Closing Net Cash (collectively, the “Initial Purchase Price”), subject to adjustment as set forth in Section 2.04. The Initial Purchase Price shall be paid in accordance with Section 9.04 at the Closing to the account designated by Seller not later than three (3) Business Days prior to the Closing Date.
Payment of Initial Purchase Price. Buyer shall have paid to Sellers the Initial Purchase Price required to be paid pursuant to Section 1.2.
Payment of Initial Purchase Price. (a) Buyer shall deliver, or cause to be delivered, the following at Closing:
(i) to SunTrust Bank (the “Escrow Agent”), (A) Four Million Dollars ($4,000,000) in immediately available funds (the “Price Adjustment Escrow Amount”) and (B) Nine Million Six Hundred Seventy Five Thousand Dollars ($9,675,000) in immediately available funds (the “Indemnity Escrow Amount”), by wire transfer of such immediately available funds to the Escrow Agent, to be held in escrow in accordance with the terms and conditions of an Escrow Agreement (the “Escrow Agreement”) in the form of Exhibit A;
(ii) on behalf of the Company Group, to such account or accounts as designated by the applicable lender or agent in each Payoff Letter, an amount in immediately available funds equal to that portion of the Payoff Amount for the Company Debt to which such Payoff Letter relates;
(iii) on behalf of the Company Group, to the account or accounts as Sellers’ Representative specifies to Buyer in the Estimated Transaction Expense Statement, the aggregate amount of the Estimated Transaction Expenses;
(iv) on behalf of the Company Group, to an account designated by Sellers’ Representative (for further distribution by Sellers’ Representative to the members of Senior Management in accordance with the Transaction Bonus Letters), Seven Million Five Hundred Thousand Dollars ($7,500,000) in immediately available funds;
(v) on behalf of Sellers, to an account designated by Sellers’ Representative, Five Hundred Thousand Dollars ($500,000) in immediately available funds (the “Expense Funds”), to be used by Sellers’ Representative in accordance with Section 12.13(c); and
(vi) to Seller’s Representative (for further distribution by Sellers’ Representative to Sellers in accordance with Section 1.04(b)), immediately available funds representing the Initial Purchase Price less (A) the cash amounts paid pursuant to Sections 1.04(a)(i), (ii), (iii), (iv) and (v) and (B) Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Continued Service Amount”), such amount to be retained by Buyer and paid to Senior Management, subject to the terms and conditions of the Transaction Bonus Letters (the aggregate amount of all payments to Sellers’ Representative under this Section 1.04(a)(vi), the “Initial Sellers Payment”). Delivery of the Initial Sellers Payment to Sellers’ Representative as provided in the preceding sentence shall be deemed delivery by Buyer of such Initial Sellers Payment to Sellers for purposes of ...
Payment of Initial Purchase Price. At the Closing, the Buyer shall deliver (or cause to be delivered) payment of the Initial Purchase Price to the Seller by wire transfer of immediately available funds to one or more accounts specified by the Seller.
Payment of Initial Purchase Price. On the Closing Date, Purchaser shall pay, or shall cause one or more of its Affiliates to pay, (I) the portion of the Initial Purchase Price that is allocated to each respective Stock Seller (pursuant to Schedule 3.3) to such respective Stock Seller by wire transfer of immediately available United States currency funds (as specified on Schedule 3.3) into such accounts as are designated by each respective Stock Seller, and (II) the portion of the Initial Purchase Price that is allocated to each respective Asset Seller (pursuant to Schedule 3.3) to such respective Asset Seller by wire transfer of immediately available United States currency funds (as specified on Schedule 3.3) into such accounts as are designated by each respective Asset Seller. All payments shall be made free and clear of any withholding. Notwithstanding anything herein to the contrary, the portion of the Initial Purchase Price allocated to the Shares of Iron Mountain Digital S.A.R.L. in accordance with Schedule 3.3 shall be paid on the “Closing Date” as such term is defined in the French Local Agreement.
Payment of Initial Purchase Price. The Initial Purchase Price must be paid as follows on Completion:
(a) the Buyer must pay the Completion Payment as to one-half of the amount of the Initial Purchase Price for the SCRN Notes ($881,777.72) to the relevant SCRN Notes Sellers in accordance with clause 6.6(a) and clause 21; and
(b) the Buyer must apply the Initial Purchase Price for the Shares ($1,223,344.65) and the remaining one-half of the Initial Purchase Price for the SCRN Notes ($881,777.72) to the delivery of Buyer Shares, and the number of Buyer Shares to be so delivered will be determined and based on a per share price of $5.91 (being the volume weighted average price of the Buyer’s common stock on the Nasdaq Global Market during the 20 trading sessions that ended on October 16, 2009). The Buyer Shares constituting payment for the Shares held by the Sellers who are not SCRN Notes Sellers must be delivered in accordance with clause 6.6(c). The Buyer Shares constituting payment for one-half the SCRN Notes and the Shares held by SCRN Notes Sellers must be delivered into the Escrow Account, to be held by the Escrow Agent on behalf of the relevant Sellers and SCRN Notes Sellers in accordance with the Escrow Agreement, and to be dealt with in accordance with clause 9.
Payment of Initial Purchase Price. At Closing, Buyer shall:
(i) pay Sellers an aggregate amount equal to the sum of (A) the Base Purchase Price, (B) plus the amount of any Closing Working Capital Adjustment (which may be a negative number), (C) minus the aggregate amount of principal and accrued interest under the Xxxx Xxxxxxx Debt as of the Closing, (D) minus any PCA Prepayment Adjustment Amount, (E) minus the Holdback Amount, (F) minus any Estimated Property Taxes allocated to Sellers pursuant to Section 6.13 and Section 6.14, (G) minus the Performance Deposit which shall be paid to Sellers in accordance with Section 2.5(c), (H) minus the amounts paid related to the Buyer Insurance Policy set forth in Section 6.15 (to the extent Buyer has bound the Buyer Insurance Policy prior to or at the Closing), and (I) plus the Breakup Fee due to Sellers and Rentech pursuant to Section 9.3 (such sum, the “Closing Date Payment”);
(ii) assume the Assumed Liabilities (including the Xxxx Xxxxxxx Debt); and
(iii) deposit the Holdback Amount with the Escrow Agent in accordance with Section 2.6.
