Payments by Buyer. Buyer will (i) pay to Seller the purchase consideration set forth in Section 2.2(a) against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the sale of Newco Interests except the Rollover Newco Interests and (ii) issue the Exchangeable Shares, against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the contribution of Rollover Newco Interests, which such Newco Interests and Rollover Newco Interests will be free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law), as follows: (a) On the Closing Date: (i) the Closing Cash Payment will be paid by Buyer to Seller in cash by wire transfer to such accounts as Seller may designate in writing to Buyer in advance of the Closing; and (ii) the Closing Indebtedness and the Seller Transaction Expenses will be paid (on behalf of the Companies or the Seller) by Buyer in cash by wire transfer to the applicable holders or payees thereof, and Seller will obtain and deliver to Buyer debt payoff letters evidencing the outstanding amounts of the Closing Indebtedness as Buyer may reasonably request; and (b) On the Closing Date, the Promissory Note will be delivered to Seller, in the principal amount of US $4,500,000. The Promissory Note will be guaranteed by the SPAC and secured by a first priority (subject to the immediately following sentence) lien on all or substantially all of the assets of Newco (including the Transferred Assets). Such security interest of Seller will be subordinated only to the Xxxxxx Loan which is being assumed by Buyer and any bona fide senior bank credit facility of the SPAC, Buyer or Newco from time to time; provided that the provider or issuer of any senior bank credit facility is not an Affiliate of the SPAC or Buyer, nor any of their respective owners, directors, officers, managers, or employees). (c) On the Closing Date: (i) Exchangeable Shares valued at US $5,500,000 (which the Parties have agreed will be valued at US$22.00 per share will be registered in Seller’s names (as further set forth in subparagraphs (ii), (iii) and (iv) below) in exchange for the contribution of the Rollover Newco Interests; (ii) 102,273 Exchangeable Shares will be issued and be subject to a six (6) month lock-up in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of six (6) months following the Closing; (iii) 102,273 Exchangeable Shares will be issued and be subject to a twelve (12) month lock-up in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of twelve (12) months following the Closing; (iv) the remaining 45,454 Exchangeable Shares will be issued to Seller and be subject to no lock-up period; and (v) the Parties will enter into a lock-up agreement in respect of the share lock-ups described above in a form mutually acceptable to the Parties, including such exceptions as are typical for agreements of this nature in Canada.
Appears in 1 contract
Samples: Equity Purchase Agreement
Payments by Buyer. Buyer will shall pay, or cause to be paid, the following amounts at the Closing, in each case by wire transfer of immediately available funds:
(iA) pay an amount equal to Seller the purchase consideration set forth Estimated Purchase Price less the sum of (x) the Sellers’ Representative Fund Amount, (y) the Indemnity Escrow Amount and (z) the Adjustment Escrow Amount, to Holdco for further distribution to Owners, in Section 2.2(aaccordance with their respective Ownership Pro Rata Percentages, to the account designated in the Estimated Closing Statement;
(B) against delivery an amount equal to the Adjustment Escrow Amount to Computershare Corporate Trust (the “Escrow Agent”), to the account (the “Adjustment Escrow Account”) designated by the Escrow Agent in writing to Buyer at least three (3) Business Days prior to the Closing, which Adjustment Escrow Amount shall be held by the Escrow Agent in accordance with the terms and conditions of duly executed membership unit or interest powers in form satisfactory this Agreement and the Escrow Agreement. The Adjustment Escrow Amount shall be used to secure the obligations of Sellers to Buyer with respect to the sale of Newco Interests except the Rollover Newco Interests and any Purchase Price Decrease under Section 1.3(e)(ii);
(iiC) issue the Exchangeable Shares, against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect an amount equal to the contribution of Rollover Newco InterestsIndemnity Escrow Amount to the Escrow Agent, which such Newco Interests and Rollover Newco Interests will be free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law), as follows:
(a) On to the Closing Date:
(i) account designated by the Closing Cash Payment will be paid by Buyer to Seller in cash by wire transfer to such accounts as Seller may designate Escrow Agent in writing to Buyer at least three (3) Business Days prior to the Closing, which Indemnity Escrow Amount shall be held by the Escrow Agent in advance accordance with the terms and conditions of this Agreement and the Escrow Agreement;
(D) the Estimated Sellers Expenses, to the Persons and accounts designated in the Estimated Closing Statement (it being understood that any Estimated Sellers Expenses payable to former or current employees and officers of the Company shall be first paid to the Company, and then paid to such recipients through the Company’s payroll processes (net of withholding Taxes));
(E) the Estimated Closing Indebtedness with respect to debt for borrowed money to each applicable creditor or payee to whom any such Estimated Closing Indebtedness will be owing as of the Closing, to the accounts designated in the Estimated Closing Statement; and
(iiF) the Closing Indebtedness and the Seller Transaction Expenses will be paid (on behalf of the Companies or the Seller) by Buyer in cash by wire transfer an amount equal to the applicable holders or payees thereofSellers’ Representative Fund Amount, and Seller will obtain and deliver to Buyer debt payoff letters evidencing the outstanding amounts of Sellers’ Representative, to the Closing Indebtedness as Buyer may reasonably request; and
(b) On the Closing Date, the Promissory Note will be delivered to Seller, in the principal amount of US $4,500,000. The Promissory Note will be guaranteed account designated by the SPAC and secured by a first priority (subject to the immediately following sentence) lien on all or substantially all of the assets of Newco (including the Transferred Assets). Such security interest of Seller will be subordinated only to the Xxxxxx Loan which is being assumed by Buyer and any bona fide senior bank credit facility of the SPAC, Buyer or Newco from time to time; provided that the provider or issuer of any senior bank credit facility is not an Affiliate of the SPAC or Buyer, nor any of their respective owners, directors, officers, managers, or employees)Sellers’ Representative.
(c) On the Closing Date:
(i) Exchangeable Shares valued at US $5,500,000 (which the Parties have agreed will be valued at US$22.00 per share will be registered in Seller’s names (as further set forth in subparagraphs (ii), (iii) and (iv) below) in exchange for the contribution of the Rollover Newco Interests;
(ii) 102,273 Exchangeable Shares will be issued and be subject to a six (6) month lock-up in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of six (6) months following the Closing;
(iii) 102,273 Exchangeable Shares will be issued and be subject to a twelve (12) month lock-up in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of twelve (12) months following the Closing;
(iv) the remaining 45,454 Exchangeable Shares will be issued to Seller and be subject to no lock-up period; and
(v) the Parties will enter into a lock-up agreement in respect of the share lock-ups described above in a form mutually acceptable to the Parties, including such exceptions as are typical for agreements of this nature in Canada.
Appears in 1 contract
Samples: Securities Purchase Agreement (Masonite International Corp)
Payments by Buyer. Buyer will (i) pay to Seller the purchase consideration set forth in Section 2.2(a) against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the sale of Newco Interests except the Rollover Newco Interests and (ii) issue the Exchangeable Shares, against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the contribution of Rollover Newco Interests, which such Newco Interests and Rollover Newco Interests will be free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law), as follows:
(a) On Concurrently with the Closing DateClosing, the Buyer shall pay the following amounts:
(i) to U.S. Bank, National Association (the Closing Cash Payment will be paid by Buyer to Seller in cash “Escrow Agent”), by wire transfer of immediately available funds in accordance with the wire instructions and other directions provided by the Escrow Agent, cash in an amount equal to $3,000,000 (such accounts as Seller may designate in writing amount, the “Adjustment Escrow Amount”) plus, the amount listed on Schedule 2.05(a)(i) (such amount, the “Indemnity Escrow Amount”) plus, an amount equal to Buyer in advance one hundred twenty-five percent (125%) of the Closing; andsum of the amounts listed on Schedule 2.05(a) (such amount, the “Tax Escrow Amount” and together with the Adjustment Escrow Amount and Indemnity Escrow Amount, the “Escrow Amount”) to be held in escrow pursuant to the terms and conditions of an Escrow Agreement substantially in the form attached hereto as Exhibit C (the “Escrow Agreement”), which Escrow Agreement shall be entered into on the Closing Date by and among Sellers’ Representative, Buyer and the Escrow Agent.
(ii) the Closing Indebtedness and the Seller Transaction Expenses will be paid (on behalf of the Companies or Vionic Entities and at the Seller) by Buyer in cash by wire transfer direction of Sellers’ Representative, the amounts required under the Payoff Letters to the applicable holders or payees thereofappropriate parties thereto, and Seller will obtain and deliver to Buyer debt payoff letters evidencing the outstanding amounts of the Closing Indebtedness as Buyer may reasonably request; and
(b) On the Closing Date, the Promissory Note will be delivered to Seller, in the principal amount of US $4,500,000. The Promissory Note will be guaranteed by the SPAC and secured by a first priority (subject to the immediately following sentence) lien on all or substantially all of the assets of Newco (including the Transferred Assets). Such security interest of Seller will be subordinated only to the Xxxxxx Loan which is being assumed by Buyer and any bona fide senior bank credit facility of the SPAC, Buyer or Newco from time to time; provided that the provider or issuer of any senior bank credit facility is not an Affiliate of the SPAC or Buyer, nor any of their respective owners, directors, officers, managers, or employees).
(c) On the Closing Date:
(i) Exchangeable Shares valued at US $5,500,000 (which the Parties have agreed will be valued at US$22.00 per share will be registered in Seller’s names (as further set forth in subparagraphs (ii), (iii) and (iv) below) in exchange for the contribution a release and discharge of all Encumbrances of the Rollover Newco Interests;
Vionic Entities with respect thereto (iiexcept for the Permitted Encumbrances referred to in clause (f) 102,273 Exchangeable Shares will be issued and be subject to a six (6) month lock-up in favor of the SPAC definition thereof), in accordance with instructions provided in each Payoff Letter (provided that, to the extent that any Estimated Closing Indebtedness is not reflected in any Payoff Letter, such Estimated Closing Indebtedness will nonetheless reduce, on a dollar-for-dollar basis, the amount of the Estimated Closing Purchase Price; and provided, further, that they Alpine hereby directs, and the applicable Payoff Letter that will not provide, that the Alpine-VG Indebtedness shall be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly repaid as provided in the final proviso of clause (including via derivativesvi) without the SPAC’s prior written consent for a period of six (6) months following the Closingthis this Section 2.05(a));
(iii) 102,273 Exchangeable Shares will be issued and be subject to a twelve (12) month lock-up in favor on behalf of the SPAC such Vionic Entities and the Sellers and at the direction of Sellers’ Representative, to the Persons identified in each Seller Transaction Expense Certificate as payees of Seller Transaction Expenses, the amount of Seller Transaction Expenses set forth therein; provided that they will not the portion of any amount so determined as owing to Xxxxx Xxxxxxx shall be able further reduced by an amount equal to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of twelve (12) months following amount required to discharge and satisfy in full the ClosingSeller Insider Promissory Note from Xxxxx Xxxxxxx;
(iv) on behalf of Vionic Group and the remaining 45,454 Exchangeable Shares will be issued Sellers and at the direction of Sellers’ Representative, to Seller Weil pursuant to the Warrant Cancellation Agreement, the Warrant Consideration;
(v) to Sellers’ Representative by wire transfer of immediately available funds in accordance with the wire instructions and be subject other directions provided by the Sellers’ Representative in writing not less than two (2) Business Days prior to no lock-up periodthe Closing Date, on behalf of the Sellers and at the direction of Sellers’ Representative, the Sellers’ Representative Holdback; and
(vvi) to the Sellers, an aggregate amount equal to (A) the Parties will enter into Estimated Closing Purchase Price less (B) the Escrow Amount less (C) the Sellers’ Representative Holdback, a lockportion of which aggregate amount shall be paid to each Seller as set forth in the Estimated Closing Statement in accordance with the wire instructions for such Seller set forth in the Estimated Closing Statement; provided, however, the portion of any amount so determined as owing to CGVIO LLC or Viocam Investments LLC shall first be reduced by an amount which equals such Equity Seller’s share of the Vasyli Debt (which in the case of CGVIO LLC shall be deemed to include debt item #9 on Schedule 4.02) which amount shall, at the direction expressed herein by such Equity Sellers, be wire transferred at Closing to BK Holdings Ltd. and North Point Investments Ltd. in satisfaction of the Vasyli Debt in a manner consistent with the Vasyli Debt Documents and terms respecting such Vasyli Debt delivered with the Estimated Closing Statement; and provided, further, that the portion of any amount so determined as owing to CGVIO LLC shall be further reduced by an amount equal to the amount required to discharge and satisfy in full the Seller Insider Promissory Note from Xxxxxxxxxxx Xxxxxxxxx and the Xxxxxxxxx Comerica Debt, at the direction expressed herein by such Equity Seller; and provided, further, that the portion of any amount so determined as owing to the Asset Seller shall be reduced by an amount equal to the amount required to discharge and satisfy in full the VCG-up agreement VG Indebtedness, at the direction expressed herein by such Asset Seller and that such amount so owing to Vionic Group be paid directly to Alpine in satisfaction of the Alpine-VG Indebtedness as provided for in the Payoff Letter delivered by Alpine in respect of the share lock-ups described above in a form mutually acceptable such Indebtedness.
(b) Notwithstanding anything to the Partiescontrary in this Agreement, including any payment set forth in clauses (i) – (vi) above, to the extent that it is designated as a compensatory payment subject to payroll, employment or Income Tax withholding on Schedule 2.05(b), shall be paid to the applicable Vionic Entity for the benefit of the payee thereof. The applicable Vionic Entity shall pay such exceptions as are typical for agreements amounts received (net of this nature in Canadaapplicable withholding Tax) to the payee on the next administratively practicable payroll date.
Appears in 1 contract
Payments by Buyer. Buyer will (i) pay to Seller Sellers the purchase consideration set forth in Section 2.2(a) against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the sale of Newco Interests except the Rollover Newco Interests and (ii) issue the Exchangeable Shares, against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the contribution of Rollover Newco Interests, which such Newco Interests and Rollover Newco Interests will be free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law), as follows:
(a) On the Closing Date:
(i) the Closing Cash Payment will be paid by Buyer to Seller Sellers in cash by wire transfer to such accounts as Seller the Sellers’ Representative may designate in writing to Buyer in advance of the Closing; and;
(ii) the Closing Indebtedness and the Seller Transaction Expenses will be paid (on behalf of the Acquired Companies or the SellerSellers) by Buyer in cash by wire transfer to the applicable holders or payees thereof, and Seller the Sellers’ Representative will obtain and deliver to Buyer debt payoff letters evidencing the outstanding amounts of the Closing Indebtedness as Buyer may reasonably request; and
(iii) the Sellers’ Representative Reserve Amount will be paid to an account of the Sellers’ Representative designated in writing to Buyer by the Sellers’ Representative.
(b) On the Closing Date, the Promissory Note will be delivered to SellerSellers, in the principal amount of US $4,500,00020,000,000. The Promissory Note will be guaranteed by the SPAC and secured by a first priority (subject to the immediately following sentence) lien on all or substantially all of the assets of Newco (including the Transferred Assets). Such security interest of Seller Sellers will be subordinated only to the Xxxxxx Loan which is being assumed by Buyer and any bona fide senior bank credit facility of the SPAC, Buyer or Newco from time to time; provided that the provider or issuer of any such senior bank credit facility is not an Affiliate of the SPAC or Buyer, nor any of their respective owners, directors, officers, managers, or employees).
(c) On the Closing Date:
(i) The Exchangeable Shares valued at US $5,500,000 70,000,000 (which the Parties Paties have agreed will be valued at US$22.00 per share Cdn. $91,000,000) will be registered in Seller’s Sellers’ names (as further set forth in subparagraphs (ii), (iii) and (iviii) below) in exchange for the contribution of the Rollover Newco Interests;
(ii) 102,273 3,038,986 Exchangeable Shares will be issued and be subject to a six (6) month lock-up agreement in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of six (6) months following the Closing;; and
(iii) 102,273 the remaining 1,303,446 Exchangeable Shares will be issued and be subject to a twelve (12) month lock-up agreement in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of twelve (12) months following the Closing;
(iv) the remaining 45,454 Exchangeable Shares will be issued to Seller and be subject to no lock-up period; and
(v) the Parties will enter into a lock-up agreement in respect of the share lock-ups described above in a form mutually acceptable to the Parties, including such exceptions as are typical for agreements of this nature in Canada.
Appears in 1 contract
Samples: Equity Purchase Agreement
Payments by Buyer. Buyer will (i) pay to Seller Sellers the purchase consideration set forth in Section 2.2(a) against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the sale of Newco the Equity Interests except the Rollover Newco Equity Interests and (ii) issue the Exchangeable Shares, against delivery of duly executed membership unit or interest powers in form satisfactory to Buyer with respect to the contribution of Rollover Newco Equity Interests, which such Newco Equity Interests and Rollover Newco Equity Interests will be free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law), as follows:follows:
(a) On the Closing Date:
(i) the Closing Cash Payment will be paid by Buyer to Seller Sellers’ Representative for the benefit of Sellers in cash by wire transfer to such accounts as Seller Sellers’ Representative may designate in writing to Buyer in advance of the Closing; and
(ii) the Closing Indebtedness and the Seller Transaction Expenses will be paid (on behalf of the Companies Company or the SellerSellers) by Buyer Sellers’ Representative from the Closing Cash Payment in cash by wire transfer to the applicable holders or payees thereof, and Seller Sellers’ Representative will obtain and deliver to Buyer debt payoff letters evidencing the outstanding amounts of the Closing Indebtedness as Buyer may reasonably request; and
(b) On the Closing Date, the Promissory Note will be delivered to SellerSellers’ Representative, for the benefit of the Sellers, in the principal amount of US $4,500,0002,000,000. The Promissory Note will be guaranteed by the SPAC and secured by a first priority (subject to the immediately following sentence) lien on all or substantially all of the assets of Newco Equity (including the Transferred Assets). Such security interest of Seller Sellers’ Representative will be subordinated only to the Xxxxxx Loan which is being assumed by Buyer and any bona fide senior bank credit facility of the SPAC, Buyer or Newco Equity from time to time; provided that the provider or issuer of any such senior bank credit facility is not an Affiliate of the SPAC or Buyer, nor any of their respective owners, directors, officers, managers, or employees).
(c) On the Closing Date:
(i) The Exchangeable Shares valued at US $5,500,000 14,000,000 (which the Parties have agreed will be valued at US$22.00 Cdn.$21.00 per share will be registered in Seller’s Sellers’ names (as further set forth in subparagraphs (ii), (iii) and (iviii) below) in exchange for the contribution of the Rollover Newco Equity Interests;
(ii) 102,273 433,334 Exchangeable Shares will be issued and be subject to a six (6) month lock-up agreement in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of six (6) months following the Closing;
(iii) 102,273 Exchangeable Shares will be issued and be subject to a twelve (12) month lock-up in favor of the SPAC such that they will not be able to be sold, transferred, pledged, exchanged or otherwise dealt with, directly or indirectly (including via derivatives) without the SPAC’s prior written consent for a period of twelve (12) months following the Closing;
(iv) the remaining 45,454 Exchangeable Shares will be issued to Seller and be subject to no lock-up period; and
(v) the Parties will enter into a lock-up agreement in respect of the share lock-ups described above in a form mutually acceptable to the Parties, including such exceptions as are typical for agreements of this nature in Canada.six
Appears in 1 contract
Samples: Equity Purchase Agreement
