Purchase Price Delivery. The Company shall have received from Purchaser in immediately available funds the principal amount of the Note.
Purchase Price Delivery. In consideration of the sale, assignment, transfer, conveyance and delivery described above, at the Closing Purchaser will pay each Stockholder in immediately available funds an amount equal to (i) the number of Voting Shares set forth opposite such Stockholder's name on Exhibit A hereto, multiplied by (ii) the fair market value per Voting Share as determined by the parties hereto (or, if the parties are unable to so agree, based upon an appraisal by an independent appraiser unaffiliated with any party hereto in a manner consistent with industry practice).
Purchase Price Delivery. At the Closing, each Purchaser will pay the applicable purchase price set forth opposite such Purchaser’s name on the Schedule of Purchasers by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers on or prior to the Closing. Notwithstanding anything to the contrary set forth herein, upon request made by Purchaser to the Company, the Company shall provide Purchaser with evidence reasonably satisfactory to the Purchaser regarding its ownership of the Securities purchased at the Closing, such as (i) evidence from the Company’s transfer agent showing such Purchaser’s purchased Securities credited to such Purchaser’s book-entry account maintained by the transfer agent on and as of the Closing Date, or (ii) a stock certificate representing such Purchaser’s purchased Securities.
Purchase Price Delivery. The Company shall have received from each Purchaser the purchase price for such Units being purchased hereunder in immediately available funds.
Purchase Price Delivery. The purchase price for the Purchased Assets shall equal the Net Book Value (as defined below) of the Business, minus $35,000 (the "Purchase Price"). At Closing, the Buyer Group shall pay for the Purchased Assets by assumption of the Assumed Liabilities and shall relinquish in favor of Seller any and all right title and interest to 293,334 Dissenter's Shares (as defined below), together with a duly executed stock power endorsed in blank. The number of Dissenter's Shares as to which the Buyer Group shall relinquish its rights shall be adjusted in accordance with Section 2.2. As used in this Agreement, the "Dissenter's Shares" shall mean shares of Class A Common Stock of Seller (which prior to the January 21, 2000 special meeting of Seller's stockholders were shares of Class B Common Stock), together with any and all rights accorded to such shares by Article 13 of the Georgia Business Corporation Code, including but not limited to, any and all rights to receive fair value for such shares and interest thereon, and which among other things, are the subject of the Lawsuit.
Purchase Price Delivery. Except as otherwise provided below or in Section 1.4 hereto, the aggregate purchase price to be paid by Buyer to the Sellers for the Shares (the "Purchase Price") shall equal $13,500,000, reduced by the amount by which the purchase price for the Interests (as set forth in Section 1.3 of the LLC Interest Purchase Agreement) exceeds $125,000, and shall consist of (i) $2,000,000, which will be paid into an escrow account on the Closing Date pursuant to the Company Escrow Agreement and which, subject to any offsets permitted pursuant to this Agreement, will be paid to the Sellers as provided therein (the "Company Escrow"), and (ii) the balance, which will be paid by wire transfer of immediately available funds on the Closing Date (the "Cash Payment") 66.66875% to Chrix xxx Meloxx Xxxxx xxx 33.33125% to the Trust.
Purchase Price Delivery. In consideration of the sale, assignment, transfer, conveyance and delivery described above, at the Closing (as defined in Article 2) the Buyer will pay the Seller $98,750 (the "PURCHASE PRICE") in immediately available funds.
Purchase Price Delivery. Except as otherwise provided in this Agreement, the aggregate purchase price to be paid by Buyer to the Sellers for the Interests (the "Purchase Price") shall equal to the sum of (i) $200,000 and (ii) the aggregate amount of any prepayments of principal which is to be paid in 1997 in respect of the IRB up to and including the Closing Date. The Purchase Price shall be paid by wire transfer of immediately available funds on the Closing Date 79% to Chrix xxx Meloxx Xxxxx xxx 21% to Normxx Xxxxxx.
Purchase Price Delivery. (a) If the Closing occurs prior to the settlement or judicial resolution of the dispute relating to the Network One Contract and Network One/One Star in form and substance reasonably satisfactory to NUI Telecom and its counsel (the "Network One Resolution"), at the Closing, the Buyer shall deliver the Purchase Price in shares of NUI Common Stock valued based on the Average Closing Price as follows:
(i) as to the Purchase Price relating to the purchase and sale of all Assets for which all Regulatory Approvals have been obtained (the "Completed Regulatory Approvals Purchase Price"), such Completed Regulatory Approvals Purchase Price shall be delivered by the Buyer as follows:
(1) a portion of the Completed Regulatory Approvals Purchase Price equal to the amount of the Bonus Payments associated with Agents on Schedule 8.2(j) shall be delivered to the Escrow Agent to be placed in Escrow as security for the payment of all such Bonus Payments (the "Bonus Escrow");
(2) a portion of the Completed Regulatory Approvals Purchase Price equal to 30% of the total Purchase Price shall be delivered to the Escrow Agent to be placed in Escrow as security for the dispute pending with Network One/One Star and the indemnification obligations of Seller under Section 11.1 (the "Indemnification Escrow");
(3) the balance of the Completed Regulatory Approvals Purchase Price shall be delivered to, or as directed by, the Seller, plus cash in lieu of fractional shares of NUI Common Stock, valued in accordance with Section 2.2 (b) hereof.
(ii) as to the remaining portion of the Purchase Price relating to all Assets for which Regulatory Approvals are pending, such Purchase Price shall be delivered to the Escrow Agent to be placed in Escrow to be held until receipt the Regulatory Approval (the "Regulatory Approval Escrow").
(b) If the Closing occurs after the Network One Resolution, at Closing, the Buyer shall deliver the Purchase Price in shares of NUI Common Stock valued based on the Average Closing Price as follows:
(i) as to the Completed Regulatory Approvals Purchase Price, such Completed Regulatory Approvals Purchase Price shall be delivered by the Buyer as follows:
(1) a portion of the Completed Regulatory Approvals Purchase Price equal to the amount of the Bonus Payments associated with Agents listed on Schedule 8.2(j) shall be delivered to the Escrow Agent to be placed in the Bonus Escrow;
(2) the balance of the Completed Regulatory Approvals Purchase Price paid at the Closing s...
Purchase Price Delivery. Purchaser shall pay to Seller, as the purchase price for the Property, the amount of Thirty-Three Million Dollars ($33,000,000.00) (the “Purchase Price”), which shall be paid as follows:
