Common use of Purchase Price Closing Clause in Contracts

Purchase Price Closing. 8.1 The aggregate purchase price for the Shares shall be $427,500 (the "Purchase Price"). Purchaser shall pay the Purchase Price (payable as to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) on the Closing Date (as defined below), in cash by wire transfer of - immediately available funds to a bank account(s) designated by the Sellers and Sellers shall deliver evidence from the Depository Trust Company ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser in accordance with the terms hereof. 8.2 The closing (the "Closing") shall take place at the offices of ------- Xxxxxxxxx Xxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time on the first business day immediately following the date on which the last of the conditions set forth in Section 5 herein and Article VII to the --------- ----------- Securities Purchase Agreement is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Date, but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place and such other date as Purchaser and SAR mutually agree. All events occurring at the Closing will, unless otherwise specified, be deemed to have simultaneously occurred.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Olympic Cascade Financial Corp), Stock Purchase Agreement (Olympic Cascade Financial Corp)

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Purchase Price Closing. 8.1 3.1 The aggregate purchase price for to be paid upon any exercise of the Shares shall be $427,500 Put Option (the "Purchase Price"). Purchaser ) shall pay be equal to the Purchase Closing Price (payable as to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) of CCI common stock on the date on which the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Date (as defined belowPrice on the next trading day), in cash by wire transfer of - immediately available funds to a bank account(s) designated by the Sellers and Sellers shall deliver evidence from the Depository Trust Company ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser in accordance with the terms hereof. 8.2 The 3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option (the "Closing"), (a) Allex xx his designee shall take place pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allex xx effectuate the transfer of such CCI Stock to Allex xx his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4. 3.3 Each Closing shall be held at the offices of ------- Xxxxxxxxx XxxxxxxIrell & Manexxx xx Los Angeles, LLPCalifornia, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time on the first thirtieth day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day immediately following the date on which the last of the conditions set forth in Section 5 herein and Article VII to the --------- ----------- Securities Purchase Agreement is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Datethereafter), but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place and such other date as Purchaser and SAR mutually agree. All events occurring at the Closing will, unless otherwise specified, be deemed to have simultaneously occurred.and

Appears in 2 contracts

Samples: Contribution Agreement (Charter Communications Inc /Mo/), Registration Support Put Agreement (Allen Paul G)

Purchase Price Closing. 8.1 3.1. The aggregate purchase price for to be paid upon any exercise of the Shares shall be $427,500 Put Option (the "Purchase Price"). Purchaser ) shall pay be equal to the Purchase Closing Price (payable as to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) of CCI common stock on the date on which the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Date (as defined belowPrice on the next trading day), in cash by wire transfer of - immediately available funds to a bank account(s) designated by the Sellers and Sellers shall deliver evidence from the Depository Trust Company ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser in accordance with the terms hereof. 8.2 The 3.2. At each closing of the purchase and sale of the CCI Stock hereunder (the "Closing"), (a) Allex xx his designee shall take place pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allex xx effectuate the transfer of such CCI Stock to Allex xx his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 5. 3.3. Each Closing shall be held at the offices of ------- Xxxxxxxxx XxxxxxxIrell & Manexxx xx Los Angeles, LLPCalifornia, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on (or at before if Allex xx determines) the thirtieth day after the Holder delivers the written notice described above (or, if such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time day is not a business day, on the first next business day immediately following the date on which the last of the conditions set forth in Section 5 herein and Article VII to the --------- ----------- Securities Purchase Agreement is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Datethereafter), but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place as the Holder and such other date as Purchaser and SAR mutually Allex xxx agree. All events occurring The Holder and Allex xxxl -F-50- 50 cooperate so as to permit all documents required to be delivered at the Closing willto be delivered by mail, unless otherwise specified, delivery service or courier without requiring either party or his or its representatives to be deemed to have simultaneously occurredphysically present at the Closing.

Appears in 1 contract

Samples: Contribution Agreement (Charter Communications Inc /Mo/)

Purchase Price Closing. 8.1 3.1 The aggregate purchase price for to be paid upon any exercise of the Shares shall be $427,500 Put Option (the "Purchase Price"). Purchaser ) shall pay be equal the Purchase IPO Price (payable as to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) on the Closing Date (as defined below), in cash by wire transfer of - immediately available funds to a bank account(s) designated by the Sellers and Sellers shall deliver evidence from the Depository Trust Company ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the terms hereof. 8.2 The period from the date of this Agreement through the closing of the purchase and sale of the CCI Stock hereunder (the "Closing"). 3.2 At each Closing, (a) Allex xx his designee shall take place pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allex xx effectuate the transfer of such CCI Stock to 3.3 Each Closing shall be held at the offices of ------- Xxxxxxxxx XxxxxxxIrell & Manexxx xx Los Angeles, LLPCalifornia, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on (or at before if Allex xx determines) the thirtieth day after the Holder delivers the written notice described above (or, if such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time day is not a business day, on the first next business day immediately following the date on which the last of the conditions set forth in Section 5 herein and Article VII to the --------- ----------- Securities Purchase Agreement is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Datethereafter), but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place as the Holder and such other date as Purchaser and SAR mutually Allex xxx agree. All events occurring The Holder and Allex xxxl cooperate so as to permit all documents required to be delivered at the Closing willto be delivered by mail, unless otherwise specified, delivery service or courier without requiring either party or his or its representatives to be deemed to have simultaneously occurredphysically present at the Closing.

Appears in 1 contract

Samples: Accretion Put Agreement (Allen Paul G)

Purchase Price Closing. 8.1 The aggregate purchase price for per share of the Shares shares of Capital Stock purchased pursuant to this Section 4 (the “Section 4.3 Called Shares”) shall be $427,500 equal to the lesser of (i) ninety percent (90%) of the Shareholder’s Cost and (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the "Purchase lesser of (i) and (ii), the “Section 4.3 Call Price"). Purchaser shall pay the Purchase Price (payable as to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) on the Closing Date (as defined below), in cash by wire transfer of - immediately available funds to a bank account(s) designated by the Sellers and Sellers shall deliver evidence from the Depository Trust Company ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser in accordance with the terms hereof. 8.2 The closing (the "Closing") of a purchase pursuant to this Section 4.3 shall take place at the offices principal office of ------- Xxxxxxxxx Xxxxxxxthe Company ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time on then the first business day immediately following thereafter), except that if the Company is prohibited from repurchasing any Section 4.3 Called Shares by any Prohibitions, the closing of such purchase shall take place on the first practicable date on which the last Company is permitted to purchase such Section 4.3 Called Shares but no interest shall be paid to such Shareholder on the Section 4.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the conditions set forth in Section 5 herein 4.3 Called Shares not purchased, then the Company shall purchase such portion on the first practicable date on which the Company is permitted to do so. At such closing, such Shareholder shall sell, convey, transfer, assign and Article VII deliver to the --------- ----------- Securities Purchase Agreement is fulfilled or waived Company all right, title and interest in and to the Section 4.3 Called Shares, which shall constitute (other than conditions that by their nature are required to be performed on the Closing Dateand, but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place and such other date as Purchaser and SAR mutually agree. All events occurring at the Closing willclosing, unless otherwise specified, be deemed to have simultaneously occurred.such Shareholder shall

Appears in 1 contract

Samples: Shareholders Agreement (Deltek, Inc)

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Purchase Price Closing. 8.1 3.1 The aggregate purchase price for to be paid upon any exercise of the Shares shall be $427,500 Put Option (the "Purchase Price"). Purchaser ) shall pay the Purchase Price (payable as be equal to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) on the Closing Date (as defined below), $____ per unit of limited liability company interests in cash by wire transfer of - immediately available funds to a bank account(s) designated Charter LLC 1 represented by the Sellers Interests to be purchased and Sellers shall deliver evidence from the Depository Trust Company sold ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the terms hereof. 8.2 The period from the date of the closing under the Purchase and Contribution Agreement through the closing of the purchase and sale of the Interests hereunder (the "Closing"). 3.2 At each Closing, (a) Allex xx his designee shall pay to the Holder the Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) the Holder shall deliver to Allex xx his designee one or more certificates evidencing the Interests to be purchased and sold at such Closing (if such Interests are certificated securities), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of such Interests to Allex xx his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that the Holder shall not be required to take place any actions or deliver any documents to satisfy any restrictions imposed by the Issuer on the transfer of the Interests. 3.3 Each Closing shall be held at the offices of ------- Xxxxxxxxx XxxxxxxIrell & Manexxx xx Los Angeles, LLPCalifornia, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time on the first tenth business day immediately following after the date on which Holder delivers the last of the conditions set forth in Section 5 herein and Article VII to the --------- ----------- Securities Purchase Agreement is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Datewritten notice described above, but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place as the Holder and such other date as Purchaser and SAR mutually Allex xxx agree. All events occurring The Holder and Allex xxxl cooperate so as to permit all documents required to be delivered at the Closing willto be delivered by mail, unless otherwise specified, delivery service or courier without requiring either party or his or its representatives to be deemed to have simultaneously occurredphysically present at the Closing.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Charter Communications Inc /Mo/)

Purchase Price Closing. 8.1 3.1. The aggregate purchase price for to be paid upon any exercise of the Shares shall be $427,500 Put Option (the "Purchase Price"). Purchaser ) shall pay be equal the Purchase IPO Price (payable as to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) on the Closing Date (as defined below), in cash by wire transfer of - immediately available funds to a bank account(s) designated by the Sellers and Sellers shall deliver evidence from the Depository Trust Company ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser calculated in accordance with Section 7, if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the terms hereof. 8.2 The period from the date of this Agreement through the closing of the purchase and sale of the CCI Stock hereunder (the "Closing"). 3.2. At each Closing, (a) Allex xx his designee shall take place pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allex xx effectuate the transfer -E-41- 41 of such CCI Stock to Allex xx his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 5. 3.3. Each Closing shall be held at the offices of ------- Xxxxxxxxx XxxxxxxIrell & Manexxx xx Los Angeles, LLPCalifornia, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on (or at before if Allex xx determines) the thirtieth day after the Holder delivers the written notice described above (or, if such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time day is not a business day, on the first next business day immediately following the date on which the last of the conditions set forth in Section 5 herein and Article VII to the --------- ----------- Securities Purchase Agreement is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Datethereafter), but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place as the Holder and such other date as Purchaser and SAR mutually Allex xxx agree. All events occurring The Holder and Allex xxxl cooperate so as to permit all documents required to be delivered at the Closing willto be delivered by mail, unless otherwise specified, delivery service or courier without requiring either party or his or its representatives to be deemed to have simultaneously occurredphysically present at the Closing.

Appears in 1 contract

Samples: Contribution Agreement (Charter Communications Inc /Mo/)

Purchase Price Closing. 8.1 The aggregate 0.0 Xxe purchase price for to be paid upon any exercise of the Shares shall be $427,500 Put Option (the "Purchase Price"). Purchaser ) shall pay the Purchase Price equal $19.00 per share (payable as to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) on the Closing Date (as defined below), in cash by wire transfer of - immediately available funds to a bank account(s) designated by the Sellers and Sellers shall deliver evidence from the Depository Trust Company ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the terms hereof. 8.2 The period from November 12, 1999 through the closing of the purchase and sale of the CCI Stock hereunder (the "Closing"). 3.2 At each Closing, (a) Allen or his designee shall take place pay to the exercising Holder (for itself xxx on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the exercising Holder shall deliver or cause to be delivered to Allen or his designee one or more certificates evidencing the CCI Stxxx xo be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allen to effectuate the transfer of such CCI Stock to Allen or his dxxxxxee, together with a certificate of such Holder anx xxx Permitted Transferee, if applicable, reaffirming the representations in Section 4. 3.3 Each Closing shall be held at the offices of ------- Xxxxxxxxx XxxxxxxIrell & Manella in Los Angeles, LLPCalifornia, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on (or at before if Allen so determxxxx) xhe thirtieth day after the exercising Holder dxxxxxrs the written notice described above (or, if such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time day is not a business day, on the first next business day immediately following the date on which the last of the conditions set forth in Section 5 herein and Article VII to the --------- ----------- Securities Purchase Agreement is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Datethereafter), but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place as the exercising Holder and such other date as Purchaser and SAR mutually Allen may agree. All events occurring The exercising Holder and Allen will cooperate so ax xx permit all documents required to be dexxxxxed at the Closing willto be delivered by mail, unless otherwise specified, delivery service or courier without requiring either party or his or its representatives to be deemed to have simultaneously occurredphysically present at the Closing.

Appears in 1 contract

Samples: Accretion Put Agreement (Allen Paul G)

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