Payments of Purchase Price. 8 Section 4.03.
Payments of Purchase Price. The Company shall pay or cause to be paid for its account to the Trustee amounts equal to the amounts to be paid by the Trustee as the purchase price for such Bonds pursuant to Section 3.01 and Section 3.02 of the Indenture in respect of Outstanding Bonds, such amounts to be paid to the Trustee on the dates such payments are to be made pursuant to Section 3.01 and Section 3.02 of the Indenture; provided, however, that the obligation of the Company to make any such payment hereunder shall be reduced by the amount of any moneys held by the Trustee under the Indenture and available for such payment.
Payments of Purchase Price. (a) At the Closing, the Purchase Price, less any amount of the Exxxxxx Money paid to Seller, shall be paid to Seller by wire transfer of immediately available funds.
(b) The Purchase Price shall be adjusted by the Adjustment Amount in accordance with Section 2.7 and Article XI (if applicable).
Payments of Purchase Price. (a) The Company shall pay or cause to be paid for its account to the Trustee amounts equal to the amounts to be paid by the Trustee as the purchase price for such Bonds pursuant to Section 3.01 and Section 3.02 of the Indenture in respect of Outstanding Bonds, such amounts to be paid to the Trustee on the dates such payments are to be made pursuant to Section 3.01 and Section 3.02 of the Indenture; provided, however, that the obligation of the Company to make any such payment hereunder shall be reduced by the amount of any moneys held by the Trustee under the Indenture and available for such payment.
(b) The Company may provide for the payment of the amounts to be paid by the Trustee pursuant to Section 3.01 and Section
Payments of Purchase Price. (a) The Company shall pay or cause to be paid for its account to the Trustee amounts equal to the amounts to be paid by the Trustee as the purchase price for a series of the Bonds pursuant to Section 3.01 and Section 3.02 of the Indenture in respect of Outstanding Bonds, such amounts to be paid to the Trustee on the dates such payments are to be made pursuant to Section 3.01 and Section 3.02 of the Indenture; provided, however, that the obligation of the Company to make any such payment hereunder shall be reduced by the amount of any moneys held by the Trustee under the Indenture and available for such payment as provided in Section 3.03 of the Indenture.
(b) From the date of delivery of any Letter of Credit for a series of Bonds to and including the Interest Payment Date next preceding the Expiration of the Term of the Letter of Credit (or the Expiration of the Term of an Alternate Credit Facility, as the case may be), the Company shall provide for the payment of the amounts to be paid by the Trustee pursuant to Section 3.01 and Section 3.02 of the Indenture with respect to such series by the delivery of such Letter of Credit or Alternate Credit Facility, as the case may be, to the Trustee. The Company hereby irrevocably authorizes and directs the Trustee to draw moneys under any Letter of Credit or Alternate Credit Facility in accordance with the provisions of the Indenture to obtain the moneys necessary to pay the purchase price for the related series of the Bonds payable under Section 3.01 and Section 3.02 of the Indenture if and when due. No Letter of Credit will be delivered on the Issue Date.
Payments of Purchase Price. The Purchase Price will be paid by Buyer as follows:
(i) At the Closing,
(A) (1) $300,000 in cash divided evenly between the Sellers, and (2) $300,000 deposited directly into escrow and divided evenly between the Sellers after one (1) year of employment by each Seller in accordance with the provisions of the Escrow Agreement set forth as Exhibit 2.2 hereto.
(B) 150,000 shares of Buyer Common Stock shall be issued in the name of JP and 150,000 shares of Buyer Common Stock shall be issued in the name of KT (collectively, the “Closing Shares”). The Buyer Common Stock shall be delivered to the Sellers on the Closing Date pursuant to this Section 2.2(b)(i)(B). The Closing Shares shall be subject to a one-year lock-up regarding the sale, transfer, conveyance or hypothecation, in accordance with the provisions set forth in the Lock-up Agreement set forth as Exhibit 2.2 hereto.
(ii) Up to 400,000 restricted shares of Buyer Common Stock (the “Earnout Shares”), payable in accordance with and subject to the satisfaction of the terms set forth on Schedule 2.2(a) which are hereby incorporated by reference as if set forth herein. Any shares issued in accordance with this Section 2.2(b)(ii) shall be subject to a one-year lock-up regarding the sale, transfer, conveyance or hypothecation, in accordance with the provisions set forth in the Lock-up Agreement set forth as Exhibit 2.2 hereto
Payments of Purchase Price. At the Closing, Purchaser will pay U.S. $7,800,000 (the "Closing Date Payment") to the Seller by wire transfer.
Payments of Purchase Price. (a) The Company shall pay or cause to be paid for its account to the Trustee amounts equal to the amounts to be paid by the Trustee as the purchase price for such Bonds pursuant to Section 3.01 and Section 3.02 of the Indenture in respect of Outstanding Bonds, such amounts to be paid to the Trustee on the dates such payments are to be made pursuant to Section 3.01 and Section 3.02 of the Indenture; provided, however, that the obligation of the Company to make any such payment of the purchase price shall be reduced by the amount of any moneys held by the Trustee under the Indenture and available for such payment; provided further that the obligation of the Company to make any payment hereunder shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Bank to the Trustee under a Standby Purchase Agreement or by an Obligor on an Alternate Liquidity Facility to the Trustee under such Alternate Liquidity Facility.
(b) Except as otherwise permitted by Section 4.03 hereof, the Company may provide for the payment of the amounts to be paid by the Trustee pursuant to Section 3.01 and Section 3.02 of the Indenture by providing a Standby Purchase Agreement or an Alternate Liquidity Facility, as the case may be, to the Trustee. The Company hereby irrevocably authorizes and directs the Trustee to take such actions as may be necessary in accordance with the provisions of the Indenture and any Standby Purchase Agreement or Alternate Liquidity Facility to obtain the moneys necessary to pay the purchase price for Bonds payable under Section 3.01 and Section 3.02 of the Indenture if and when due.
Payments of Purchase Price. As full consideration for the Purchased Assets, JDS shall pay or cause to be paid to Synthon the following separate and distinct payments which together constitute the Purchase Price (the “Purchase Price”):
(a) US $10,000,000, subject to adjustment as set forth in Sections 3.2 and 3.3 below, to be paid by wire transfer of immediately available funds on the Closing Date to an account designated by Synthon in writing;
(b) US $2,000,000 on each of December 31, 2007 and December 31, 2008 plus (i) $1,000,000 if Net Sales during the calendar year ending on the date of such payment equal or exceed US $7,000,000 but are less than US $8,000,000 or (ii) $2,000,000 if Net Sales during the calendar year ending on the date of such payment equal or exceed US $8,000,000. Any additional payment pursuant to subclauses (i) or (ii) of this Section shall be paid by wire transfer on the last business day of the first calendar quarter of the year immediately following the calendar year in respect of which such payment became due. At the Closing, JDS and Synthon will execute and deliver a security agreement in substantially the form and substance as annexed hereto as Exhibit B (the “Security Agreement”) pursuant to which JDS will provide collateral security to Synthon for the payments contemplated by this subsection (b) in accordance with the terms and conditions therein set forth. JDS reserves the right to prepay all or any portion of the Purchase Price provided by this Section 3.1(b) at any time on or after the Closing. The parties agree that any such prepayment will be discounted at a rate of 9.75% per annum from the original due date of the payment to the date of payment prepaid based on the number of days in such period, determined in the inverse order of maturity. Notwithstanding the foregoing, any prepayment which does not include payment with respect to amounts which may become due pursuant to subclauses (i) or (ii) above will not discharge the obligation to make any such payments as they otherwise become due and payable;
(c) US $1,250,000, payable with respect to each of the first two calendar years, if any, from 2007 through 2017, inclusive, as to which annual Net Sales equal or exceed US $10,000,000. Each such payment shall be paid by wire transfer on the last business day of the first calendar quarter of the year immediately following the calendar year in respect of which such payment became due. In the event one or both of the payments provided by this subsection do...
Payments of Purchase Price. (a) At the Closing, Purchaser will pay U.S. $13,000,000 (the "Closing Date Payment") to the Sellers by wire transfer of the following sums:
(i) U.S. $7,800,000 payable to HAT; and
(ii) U.S. $5,200,000 payable to HSP.
(b) At the Closing, Purchaser will pay U.S. $8,500,000 (the "Estimated Inventory Transfer Price") to Xxxxxx by wire transfer.