Purchase Price; Payment Schedule Clause Samples
POPULAR SAMPLE Copied 2 times
Purchase Price; Payment Schedule. The purchase price (the “Purchase Price”) for the Shares to be acquired by the Buyer pursuant to the terms of this Agreement shall be Two Million Two Hundred and Twenty Thousand Dollars ($2,220,000 USD), subject to certain adjustment either upwards or downwards in accordance with the differences, if any, between the TNWC and the final NWC, translated to United States currency as at the Closing Date payable in three installments to the Seller as follows:
a) Two Hundred Twenty Thousand Dollars ($220,000 USD) within three (3) business days of the execution and delivery of this Agreement. Funds are to be wired to Seller pursuant to instruction provided by Seller to Buyer.
b) One Million Dollars ($1,000,000 USD) payable on the Closing Date. Funds are to be wired to Seller pursuant to instruction provided by Seller to Buyer.
c) One Million Dollars ($1,000,000 USD), payable on September 1, 2025, subject to adjustment, and as more fully detailed in a closing schedule to be provided at September 1, 2025 that indicates any accounts receivable deemed uncollectable from the detail provided in Schedule 1.3(d)(i), or liabilities arising from the period prior to Closing but not accrued or listed in the detail provided in Schedule 1.3(d)(ii).
Purchase Price; Payment Schedule. In consideration for the sale and transfer of the Purchased Shares to the Purchaser, the Purchaser shall pay to the Sellers cash consideration and share consideration in proportion to the respective share percentage of the Company held by the Sellers, as follows:
(i) At Closing, the Purchaser shall deliver the share certificates representing the number of shares of common stock of Legend with an aggregate Issue Price of RMB2,000,000 (the “Share Consideration”) to the Sellers. The per share “Issue Price” is the weighted average trading price of one share of Legend’s common stock for the 30 trading days immediately prior to the date hereof.
Purchase Price; Payment Schedule. The Purchase Prices for the Accuray Deliverables are as set forth in Section A above. Purchase Prices are valid only for the item on which such prices are specified. The Purchase Prices are exclusive of all taxes (including, but not limited to, any sales tax, use tax, or value-added tax or other similar tax), license fees, customs fees, duties, and similar charges. Customer shall pay for the Accuray Deliverables in accordance with the payment schedule set forth in Section D above and the terms of this Section 2, provided that if installation or Acceptance (as defined in Section 7) is delayed by Customer for reasons not attributable to Accuray, the payment amount due upon Acceptance of the applicable Accuray Deliverable shall be due and payable the earlier of (i) 60 calendar days after delivery or (ii)
Purchase Price; Payment Schedule. The aggregate purchase price for the Purchased Assets shall be Nine Million Five Hundred Thousand Dollars ($9,500,000) (the “Purchase Price”) payable in installments as follows: First, simultaneously with the execution of this Agreement, Hearst shall pay Four Million Dollars ($4,000,000) to Leaf Group by wire transfer of immediately available funds to the account that Leaf Group shall have designated at least two (2) Business Days prior to the Effective Date (the “First Payment”). Second, Hearst shall pay the Second Payment within seven (7) business days of the Migration Completion Date. The invoice for the Second Payment shall be paid by wire transfer of immediately available funds to the same account as the initial account designated by Leaf Group or as otherwise specified in the applicable invoice.
Purchase Price; Payment Schedule. This exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish supplementally a copy of this schedule to the Securities and Exchange Commission upon request.
Purchase Price; Payment Schedule. (a) Subject to the terms and conditions set forth herein, the aggregate purchase price (the “Purchase Price”) to be paid by SCAC to the AutoChina Shareholders or their designees for the AutoChina Shares shall consist of the allotment and issue to the AutoChina Shareholders of a number of SCAC Ordinary Shares (the “Share Payment”) pursuant to Section 1.02(b)(i), 1.02(b)(ii), 1.02(b)(iii), and 1.02(b)(iv) (provided that the conditions stated in the applicable section is satisfied); and
(b) Subject to Section 1.03 below, the Purchase Price shall be paid in the following manner:
Purchase Price; Payment Schedule. (a) Subject to adjustment in accordance with Section 2.11, the aggregate consideration payable by Acquiror at Closing in respect of all of Target Capital Stock, Target Options and Target Warrants shall be the Closing Merger Consideration.
(b) By 9:00 a.m. Pacific time on the day that is three (3) Business Days prior to the Closing Date, Target shall deliver to Acquiror the Representative Confirmation Letters and a definitive Payment Schedule (the “Payment Schedule”) certified by the Chief Executive Officer and Chief Financial Officer of Target as of the Effective Time and accurately setting forth on Schedule 2.10(b): (i) on a certificate by certificate basis, the name, address and email address (to the extent available) of each Stockholder immediately prior to the Effective Time, along with the number, class and series of shares of the Target Capital Stock held by each Stockholder immediately prior to the Effective Time, including the respective Certificate numbers, date acquired and the cost-basis tax reporting information for any securities that are “covered securities” within the meaning of Section 6045(g) of the Code, the Vested Target Options, the Per Share Amount with respect to each share of Target Capital Stock, the Per Share Escrow Amount with respect to each share of Target Capital Stock, the Per Share Expense Amount with respect to each share of Target Capital Stock, the portion of the Closing Merger Consideration to which each Stockholder is entitled, the portion of the Escrow Consideration to be withheld as to each Stockholder, the portion of the Expense Fund Amount to be withheld as to each Stockholder and the Pro Rata Portion of each Effective Time Holder stated as a percentage, (ii) the calculation of the Closing Merger Consideration, including the calculation of the Closing Cash Items, the Closing Indebtedness, the Target Transaction Expenses (indicating those that will remain unpaid at Closing, and for such unpaid amounts, a breakdown by individual or entity of the amounts owed and wire instructions related thereto), the Net Working Capital and the excess or deficit with respect to the Threshold Amount, and (iii) a funds flow spreadsheet showing (x) the amount of cash to be delivered at Closing by Acquiror to the Payment Agent for distribution to the Effective Time Holders (excluding those Effective Time Holders who will be paid by the Surviving Corporation’s payroll), (y) the Escrow Consideration to be delivered to the Escrow Agent and (...
Purchase Price; Payment Schedule. In consideration for the sale and transfer of the Purchased Shares to the Purchaser, the Purchaser shall pay to the Seller cash consideration and share consideration, as follows:
(i) Upon Closing, Purchaser shall deliver the share certificates representing the number of shares of common stock of Legend with an aggregate Issue Price of USD7,160,714 (the “Share Consideration”) to an escrow agent mutually designated by the Purchaser and Seller (the “Escrow Agent”) and subject to an escrow agreement (“Escrow Agreement”). The Escrow Agreement shall provide that the costs for the said escrow will be equally shared by the Purchaser and the Seller. The per share “Issue Price” is the weighted average trading price of one share of Legend’s common stock for the 90 trading days immediately prior to the date hereof.
(ii) Within 28 days after Closing, Purchaser shall deposit USD2 million (the “Cash Consideration”) to an escrow account managed by the Escrow Agent.
Purchase Price; Payment Schedule. (a) Subject to the terms and conditions set forth herein, the aggregate purchase price (the “Purchase Price”) to be paid by SHA to the KL Shareholders or their designees for the KL Shares shall consist of the following:
(i) up to 29,000,000 SHA Ordinary Shares (the “Share Payment”) pursuant to Section 1.02(b)(i) and Section 1.02(b)(ii); and (ii) US$11,500,000 to be paid pursuant to Section 1.02(b)(iii) below, provided that the condition stated in such section is satisfied (“Cash Payment”).
(b) Subject to Section 1.04 below, the Purchase Price shall be paid in the following manner:
(i) Initial Share Payment. At the Closing,
(A) SHA shall deliver to each KL Shareholder the number of SHA Ordinary Shares set forth in the column entitled “Initial Share Payment” of Schedule A opposite his/her name, issued in the name of such KL Shareholder, for an aggregate of 20,000,000 SHA Ordinary Shares (the “Initial Share Payment”):
(B) If the FY2006 Combined Net Profit is less than RMB113,000,000 by ten percent (10%) or more, SHA shall have to right to re-negotiate with KL and the KL Shareholders the aggregate number of SHA Ordinary Shares to be delivered under Section 1.02(b)(i)(A); otherwise, there will be no adjustment to the aggregate number of SHA Ordinary Shares to be delivered under Section 1.02(b)(i)(A).
(C) Any adjustment made to the Initial Share Payment pursuant to Section 1.02(b)(i)(B) above shall be applied pro rata to the KL Shareholders as set forth in Schedule A.