Purchase Price; Payment for Shares Sample Clauses

Purchase Price; Payment for Shares. (i) The purchase price for the Milestone I Shares to be purchased pursuant to this Agreement shall be $2.75 per share, or the sum of $2,000,000 for all 727,273 shares of the Common Stock. (ii) The purchase price for the Milestone II Shares to be purchased pursuant to this Agreement shall be $2.75 per share, or the sum of $2,000,000 for all 727,273 shares of the Common Stock. (iii) The purchase price for the Milestone I Shares or the Milestone II Shares shall be paid by wire transfer of immediately available funds to the bank account of the Company. The purchase price shall be payable by the Investor against delivery of certificates evidencing the shares of Common Stock being purchased by the Investor, all of which shall be registered in the name of the Investor.
Sample 1
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Purchase Price; Payment for Shares. In exchange for all ----------------------------------- the outstanding capital stock of the Company, $50.00 par value per share (the "Company Common Stock"), InterCept shall issue and deliver 350,000 shares (the "Merger Shares") of InterCept's common stock, no par value (the "InterCept Common Stock"), subject to the escrows provided pursuant to Section 2.3
Sample 1
Purchase Price; Payment for Shares. Subject to the ---------------------------------- provisions of this Article 2, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the shares of the constituent corporations shall be converted as follows: (a) Each share of common stock, no par value, of InterCept ("InterCept Common Stock") issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of common stock, no par value, of Buyer ("Buyer Common Stock") issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (c) Each share of Company Common Stock issued and outstanding at the Effective Time shall be converted into only the right to receive .06849 validly issued, fully paid, non-assessable shares of InterCept Common Stock (the "Exchange Ratio"). No fractional shares of InterCept Common Stock will be issued, and fractional shares to which each Shareholder would otherwise be entitled will be disregarded. The Shareholders acknowledge and agree that the allocation of InterCept Common Stock issued pursuant to the effectiveness of the Merger shall be set forth on Schedule 2.1(c), subject to the provisions of the ---------------
Sample 1
Purchase Price; Payment for Shares. In exchange for all the outstanding capital stock of the Company, $1.00 par value per share (the "Company Common Stock"), Ebank shall (i) issue and deliver 76,792 shares of Ebank's Series B-1 Preferred stock, no par value (the "Series B-1 Preferred Stock") and 76,792 shares of Ebank's Series B-2 Preferred stock, no par value (the "Series B-2 Preferred Stock") (the Series B-1 Preferred Stock and the Series B-2 Preferred Stock, and any shares acquired by conversion thereof, are collectively referred to as the "Purchase Shares"), and (ii) pay $400,000 in cash at Closing. Subject to the provisions of this Article 2, at the Effective Time, by virtue of the Purchase and without any action on the part of the holders thereof all shares of Company Common Stock held in the treasury, if any, immediately prior to the Effective Time shall be canceled and extinguished and no stock or cash shall be delivered or deliverable in exchange therefor.
Sample 1
Purchase Price; Payment for Shares. At the Closing (as ---------------------------------- hereinafter defined), the Buyer will deliver certified or cashier's checks in the aggregate amount of $1,255,473 representing payment in full for the shares of stock and options as computed pursuant to the Plan of Merger. The purchase price for each share of the Company's Common Stock and preferred stock, and each option to purchase Common Stock, shall be as follows:
Sample 1
Purchase Price; Payment for Shares. In exchange for all ---------------------------------- of the outstanding capital stock of Xxxxxxx, InterCept shall issue and deliver 481,232 shares of InterCept common stock and in exchange for all of the outstanding capital stock of Data, InterCept shall issue and deliver 19,249 shares of InterCept common stock, subject in each case to the escrows provided pursuant to Section 2.3
Sample 1
Purchase Price; Payment for Shares. In exchange for all the ---------------------------------- outstanding capital stock of the Company, $1.00 par value per share (the "Company Common Stock"), the Purchasers shall (i) deliver 76,792 previously issued shares of Ebank's Series B-1 Preferred stock, no par value (the "Series B-1 Preferred Stock") and 76,792 previously issued shares of Ebank's Series B-2 Preferred stock, no par value (the "Series B-2 Preferred Stock") (the Series B-1 Preferred Stock and the Series B-2 Preferred Stock, and any shares acquired by conversion thereof, are collectively referred to as the "Purchase Shares") to Ebank at Closing, and (ii) pay $557,750 in cash to Ebank at Closing ($578,000 less the dividend of $20,250 to be paid pursuant to Section 5.2). Subject to the provisions of this Article 2, at the Effective Time, by virtue of the Purchase and without any action on the part of the holders thereof all shares of Company Common Stock held in the treasury, if any, immediately prior to the Effective Time shall be canceled and extinguished and no stock or cash shall be delivered or deliverable in exchange therefor.
Sample 1
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Related to Purchase Price; Payment for Shares

  • Payment for Shares (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Orders and Payment for Shares Orders for Shares shall be directed to the Fund's shareholder services agent, for acceptance on behalf of the Fund. At or prior to the time of delivery of any of our Shares you will pay or cause to be paid to the custodian of the Fund's assets, for our account, an amount in cash equal to the net asset value of such Shares. Sales of Shares shall be deemed to be made when and where accepted by the Fund's shareholder services agent. The Fund's custodian and shareholder services agent shall be identified in its prospectus.

  • Purchase Price (a) In consideration for the Shares, at the Closing: (i) the Buyer will pay to the Sellers at Closing an aggregate amount equal to (x) Three Million Dollars ($3,000,000), less (y) the sum of (A) any Extension Fee paid pursuant to the Collaboration Agreement and (B) the amount of any liabilities identified on Exhibit 2.2(a) and any other Company GAAP Liabilities (to the extent not paid by the Company prior to the Closing Date), by wire transfer of immediately available funds to the Sellers (the difference of (x) minus (y), the “Net Closing Payment”); (ii) the Buyer will pay the amount of liabilities specified on Exhibit 2.2(a) to such account or accounts specified by the Company for immediate distribution in payment of the liabilities set forth on Exhibit 2.2(a); provided, however, that in no event shall the amounts payable under this Section 2(a)(ii) exceed an amount equal to Three Million Dollars ($3,000,000) minus the Company GAAP Liabilities that are not specified on Exhibit 2.2(a); and (iii) the then outstanding amount of the [***] Loan shall be reduced to zero, ((i), (ii) and (iii) collectively, the”Closing Consideration”) 5 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 (i) The Buyer shall pay to [***] in his capacity as Seller Representative for further distribution to the Sellers at the Closing, the Net Closing Payment, by wire transfer of immediately available funds to the accounts in the United States specified by [***]6 in writing to the Buyer at least three (3) Business Days prior to the Closing. (c) In the event any Company GAAP Liabilities are identified within two (2) years after Closing that were not deducted from the Net Closing Payment as required by Section 2.2(a), Sellers shall reimburse Buyer for each and every such Company GAAP Liability within five (5) Business Days after receiving the Buyer’s written demand therefor. Subject to Section7.4(d), the foregoing does not limit or modify the indemnification obligations in Article 7.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Payment for Purchase Shares For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next Business Day. For each Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the third Business Day following the date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent shall fail for any reason or for no reason to electronically transfer any Purchase Shares as DWAC Shares in respect of a Regular Purchase or Accelerated Purchase (as applicable) within three (3) Business Days following the receipt by the Company of the Purchase Price or Accelerated Purchase Price, respectively, therefor in compliance with this Section 2(c), and if on or after such Business Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Purchase Shares that the Investor anticipated receiving from the Company in respect of such Regular Purchase or Accelerated Purchase (as applicable), then the Company shall, within three (3) Business Days after the Investor’s request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total Purchase Price for such Regular Purchase plus the total Accelerated Purchase Price for such Accelerated Purchase (as applicable). The Company shall not issue any fraction of a share of Common Stock upon any Regular Purchase or Accelerated Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.

  • Option Price The Option price is $_______ for each Share, being 100% of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option.

  • Consideration for Shares The Trustees may issue Shares of any Series for such consideration (which may include property subject to, or acquired in connection with the assumption of, liabilities) and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in Section 6.1(l) hereof). The Trustees may classify or reclassify any unissued Shares, or any Shares of any Series previously issued and reacquired by the Trust, into Shares of one or more other Series that may be established and designated from time to time.

  • Purchase Price; Number of Shares The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $3.89 (the “Purchase Price”), 51,414 fully paid and nonassessable shares of the Company’s Series A-1 Preferred Stock, $0.0001 par value (the “Preferred Stock”). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

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