Satisfaction of Purchase Price. The Purchaser shall satisfy the Purchase Price by the issuance to the Vendor of a promissory note in the principal amount of the Purchase Price, receipt of which is hereby acknowledged.
Satisfaction of Purchase Price. The Purchase Price shall be paid and satisfied as follows:
(1) the deposit in the amount of [REDACTED] which shall be paid by the Purchaser to the Monitor in trust on behalf of the Vendor within three (3) Business Days of the date of this Agreement (the “Deposit”) shall be applied against the Purchase Price on Closing. The Purchaser agrees that it waives any accrued interest earned on the Deposit; and
(2) the balance of the Purchase Price, after crediting the Deposit in Section 3.2(1) above, shall be paid by the Purchaser to the Monitor on Closing.
Satisfaction of Purchase Price. (a) The Purchase Price shall be satisfied by the issuance to the Vendor at the time of closing of the transactions contemplated herein (which shall occur on acceptance and execution by the Purchaser of previously executed and delivered copies of this Exchange Agreement by the Vendor) of the number of Common Shares in the capital of the Purchaser, set out beside the Vendor’s name in Schedule “A” (the “Issued Shares”).
(b) For greater certainty, the Purchaser, upon receipt of all necessary documents, in the opinion of the Purchaser, shall be entitled to determine the date of closing of the transactions contemplated in this Exchange Agreement and the corresponding date of issuance of the Issued Shares without additional consent from the Vendor, provided that the transactions contemplated herein shall close on or before March 11, 2019, subject to extensions of up to 60 days in the aggregate (the “Outside Date”) at the sole discretion of the Purchaser and without prior notice to the Vendor and which Outside Date shall be binding on the Vendor. At any time after the Outside Date, the Vendor shall be entitled to terminate the transactions contemplated herein. Except as contemplated by this Section 2(b), this Exchange Agreement shall not be revocable prior to the Outside Date by the Vendor upon the execution of this Exchange Agreement, even where the Purchaser executes this Exchange Agreement at a later date.
(c) This Exchange Agreement and transactions contemplated herein are conditional upon the Purchaser receiving from the Vendor all documents necessary, in the sole and arbitrary discretion of the Purchaser, in relation to the approval of an amalgamation transaction between the Purchaser and Cansortium International Inc. (the “Amalgamation”), including but not limited to a consent resolution of the Vendor, as a shareholder of the Purchaser after the completion of the transactions contemplated in this Exchange Agreement, approving the Amalgamation, a waiver of dissent and appraisal rights of the Vendor or a shareholder of the Purchaser in relation to the Amalgamation, a proxy and power of attorney granting directors or officers of the Purchaser the ability and authority to vote the shares of the Purchaser held by the Vendor after completion of the transactions contemplated in this Exchange Agreement, all in favour of and satisfactory to the Purchaser, in the Purchaser’s sole and arbitrary discretion.
Satisfaction of Purchase Price. The Purchaser shall satisfy the Purchase Price by payment at the Closing to the Vendor of the Purchase Price in immediately available funds by wire transfer to an account designated by the Vendor.
Satisfaction of Purchase Price. (a) The Purchaser shall satisfy the Purchase Price as follows:
(i) at the Closing Time, by payment to the Asset Vendor of (X) US $200,000 in cash, and (Y) that number of ALY Shares equal to US$800,000 based on the Current Market Price as of the date of this Agreement ((X) and (Y) together, the “Closing Time Consideration”); and
(ii) on the Milestone Date, if applicable, by issuance of such number of ALY Warrants equal to US $500,000 divided by the Current Market Price on the Milestone Date (the “Milestone Payment”).
(b) Within thirty (30) days of receipt by the Asset Vendor of a statement indicating the Asset Vendor’s basis for claiming the Milestone has been achieved, Purchaser shall provide the Asset Vendor with a written statement setting forth in reasonable detail each of the following (such written statement the “Milestone Achievement Report”): (i) the computation of Asset Vendor’s revenues for the fiscal year ending December 31, 2016 and the Contracted Revenues, and (ii) a statement of the number of ALY Warrants to be issued to the Asset Vendor on the Milestone Date.
(c) The Asset Vendor shall have 30 days after the delivery of the Milestone Achievement Report in which to review the Milestone Achievement Report. For the purposes of this review, the Purchaser shall provide such information as Asset Vendor may reasonably request to enable Asset Vendor to review and verify the information set forth in the Milestone Achievement Report, including reasonable access to Purchaser’s accountants, documents and information used in the preparation of, or necessary to prepare, the Milestone Achievement Report. The Asset Vendor may dispute any of the items in the Milestone Achievement Report by written notice (an “Objection Notice”) to the Purchaser within the same 30 days (which Objection Notice shall set forth in sufficient detail the items objected to so that Purchaser can determine from the face of such Objection Notice the substance of the objections). If the Asset Vendor has not delivered an Objection Notice to the Purchaser within this 30 day period, the Asset Vendor shall be deemed to have agreed to the Closing Statements. If the Asset Vendor delivers an Objection Notice, the Purchaser and the Asset Vendor shall work expeditiously and in good faith in an attempt to resolve all of the items in dispute within 15 days of receipt of the Objection Notice. If all items in dispute are not resolved within this 15 day period, the Asset Vendor shall select one of MN...
Satisfaction of Purchase Price. The Purchaser shall indefeasibly pay and satisfy the Purchase Price as follows:
(a) the Deposit shall be applied against the Purchase Price; and
(b) the remainder of the Purchase Price, being the net amount owing after deducting the Deposit from the Purchase Price, shall be paid by the Purchaser to the Receiver on Closing.
Satisfaction of Purchase Price. The Purchaser shall satisfy the Purchase Price by a one time payment in cash in the principal amount of the Purchase Price, receipt of which is hereby acknowledged.
Satisfaction of Purchase Price. The Purchase Price shall be paid and satisfied at Closing as follows:
(1) a deposit in the amount of $750,000 (the “Deposit”) which has been paid by the Purchaser to the Monitor and which shall be applied against the Cash Purchase Price on Closing. The Purchaser agrees that it waives any accrued interest earned on the Deposit;
(2) the balance of the Cash Purchase Price, after crediting the Deposit in Section 3.2(1), shall be paid by the Purchaser to the Monitor on behalf of the Vendors;
(3) an amount equal to the agreed value of the Assumed Liabilities, as set out in Schedule “N” shall be satisfied by the assumption by the Purchaser of the Assumed Liabilities by the execution and delivery of the Assignment and Assumption Agreement; and
(4) the Cure Costs payable by the Purchaser hereunder shall be paid (or shall have been paid) by the Purchaser to the Monitor in accordance with Section 2.3(3).
Satisfaction of Purchase Price. Subject to the terms and conditions of this Agreement, at the Closing Time the Purchaser shall deliver by bank draft or wire transfer of immediately available funds to each Vendor, or as it may otherwise direct, its applicable pro rata share of the Purchase Price.
Satisfaction of Purchase Price. The Purchaser shall indefeasibly pay and satisfy the Purchase Price by:
(a) paying the Deposit in accordance with Section 4.2;
(b) paying an amount equal to the Priority Payables (less a credit for the amount of the Deposit) by wire transfer, certified cheque or immediately available funds to the Vendor on Closing; and
(c) reducing the amount owed by the Vendor to the Purchaser and secured by the Purchaser’s mortgage on the Real Property by the Mortgage Indebtedness Amount on a dollar-for-dollar basis.
