Satisfaction of the Purchase Price. The Investor shall pay, or cause to be paid, the aggregate Purchase Price to the Company (or as directed by the Company) by certified cheque, solicitor’s trust cheque, bank draft or wire transfer in immediately available funds or in any other manner agreed upon by the parties, at the Closing Time.
Satisfaction of the Purchase Price. The Purchase Price shall be paid and satisfied as follows as follows:
(a) Within five (5) days following the execution of this Agreement by all Parties, the Purchaser shall deliver a deposit of $50,000 to be held by the Vendor’s solicitors upon the following trusts (the “Deposit”). The Parties shall enter into an escrow agreement with the Vendor’s solicitor in respect of the Deposit in a form reasonably acceptable to the Vendor’s solicitors. If the Closing does not occur on the Closing Date for any reason other than the non-fulfillment of all or any of the Vendor’s conditions set out in Article 5 (which conditions have not been waived by the Vendor), then the Deposit shall be immediately returned to the Purchaser. If the Closing does not occur on the Closing Date as a result of the non-fulfillment of all or any of the Vendor’s conditions set out in Article 5 (which conditions have not been waived by the Vendor), then the Deposit shall be immediately paid to the Vendor as liquidated damages and not as a penalty. If the Closing occurs on the Closing Date then the Deposit shall be paid to the Vendor in part satisfaction of the Purchase Price as hereinafter set out;
(b) in respect of $66,000 of the Purchase Price, as to $50,000 by the delivery of the Deposit to the Vendor at the Closing Time and as to the balance, or $16,000, by the Payment by the Purchaser to the Vendor of the said amount at the Closing Time and by bank draft, certified cheque or wire transfer; and
(c) in respect of the balance the Purchase Price, by the assumption by the Purchaser at the Closing Time of the liabilities and obligations of the Vendor contemplated in Sections 2.6(a), (b), and (c).
Satisfaction of the Purchase Price. 3.2.1 The Purchase Price shall be paid by the Purchaser in the following manner:-
(a) Prior to the execution of the SPA, 2% of the Purchase Price i.e. RM800,000.00 (“Xxxxxxx Deposit”) has already been paid to Phang Xxxx Xxxx & Co Advocates & Solicitors (“Stakeholders”) whom is authorized and instructed to release and pay the Xxxxxxx Deposit in accordance with item 3.2.1(c) below.
(b) Upon the execution of the SPA, 8% of the Purchase Price i.e. RM3,200,000.00 (“Balance Deposit”) shall be paid to the Stakeholders whom is authorized and instructed to release and pay the Balance Deposit in accordance with item 3.2.1(c) below.
(c) The Stakeholders shall release and pay the Xxxxxxx Deposit and Balance Deposit: -
(i) to IGSB, within five (5) business days from the Unconditional Date as defined in item 3.5 below; or
(ii) to the CHPPSB in accordance with item 3.4 below in the event that item 3.4 below applies.
(d) The balance of the Purchase Price i.e. RM36,000,000.00 (“Balance Purchase Price”) shall be paid within one (1) month from the Unconditional Date (“Completion Period”) to the Stakeholders who shall release and pay the same to the IGSB in accordance with the SPA.
3.2.2 In the event the Purchaser fails to pay the Balance Purchase Price within the Completion Period, the Vendor shall grant the Purchaser an automatic extension period of 1 month from the expiry of the Completion Period (“Extended Completion Period”) to pay the Balance Purchase Price PROVIDED ALWAYS that the Purchaser shall pay to the Vendor interest on the unpaid amount at the rate of eight per centum (8%) per annum (“Late Payment Interest”) calculated on a daily basis commencing from the day immediately after expiry of the Completion Period thereof till the date the Balance Purchase Price is paid in full together with the correct amount of the Late Payment Interest on or before the last day of the Extended Completion Period.
3.2.3 The day of receipt by the Stakeholders of the Balance Purchase Price and if applicable, the correct amount of the Late Payment Interest shall be referred to as the “Completion Date”.
Satisfaction of the Purchase Price. 3.2.1 The Purchase Price shall be satisfied by the payment of cash as follows.
Satisfaction of the Purchase Price. All payments made by Buyer to Sellers hereunder shall be made either by:
(a) effecting a wire transfer of immediately available funds to the account(s) designated by the Seller Representative;
(b) issuing to the Seller Representative, to the account(s) designated by the Seller Representative, shares of common stock of the Buyer, which shall not be subject to any contractual lock-up arrangement beyond what is required by law or described in Section 2.02, and when issued and delivered in accordance with the terms hereof, shall be free and clear of liens, encumbrances, security interests, and other claims of third parties (the “Buyer Shares”), having a deemed value calculated based on the volume weighted average price of the Buyer Shares on the Nasdaq Capital Market (or another stock exchange, if the Buyer Shares are no longer listed on the Nasdaq Capital Market) for the 20 trading days immediately preceding the fifth day before the date of such payment (the “Equity Consideration”); or
(c) any combination of immediately available funds or Buyer Shares (valued in accordance with Section 2.03(b) above), as determined by the Buyer in its sole discretion. To the extent any of the above payments are made by issuing Buyer Shares, the timing requirement associated with such payment shall be satisfied by the Buyer issuing an instruction to Buyer’s transfer agent to issue the applicable number of Buyer Shares to the Seller Representative, understanding that the transfer agent will require information from the Seller Representative, including, by way of example, address and tax identification number, before such shares are actually issued. Sellers hereby acknowledge and agree that any issuance of Buyer Shares pursuant to this Section 2.03 shall be issued by Buyer to the Seller Representative, and not to the Sellers, and such issuance to the Seller Representative shall fulfill the payment obligations of Buyer herein.
Satisfaction of the Purchase Price. Falcon shall:
(a) within two Business Days after the Acceptance Date (subject to possible extension under Section 2.5), pay US$5,000,000 to Seller by wire transfer to an account designated by Seller (the “Exxxxxx Money Payment”) as exxxxxx money, which shall be refunded to Falcon if Falcon seeks, but does not obtain, approval of the Transaction by the Treasurer of the Commonwealth of Australia; and
(b) at the Closing, deposit into escrow pursuant to the terms of the Escrow Agreement one or more certificates representing the Convertible Securities registered in the name of PetroHunter (the “Securities Payment” and together with the Exxxxxx Money Payment, the “Purchase Price”).
Satisfaction of the Purchase Price. On Completion the Purchase Price shall be converted to US$ in accordance with the provisions set out in the Provident Funding Agreement and will be deemed to have been satisfied by Provident making an advance of the converted amount under the Provident Funding Agreement and that amount being applied in payment of the Purchase Price to the Seller so that the amount of the Purchase Price is novated and becomes a debt due by Provident to the Seller.
Satisfaction of the Purchase Price. On Completion the Purchase Price shall be converted to US$ in accordance with the provisions set out in the Saratoga Funding Agreement and will become a loan under the Saratoga Funding Agreement.
Satisfaction of the Purchase Price. Subject to Section 2.1(b), in full satisfaction of the aggregate Purchase Price for the Subscription Shares, the Investor shall pay, or cause to be paid, the Proceeds to the Company (or as directed by the Company) by wire transfer in immediately available funds or in any other manner agreed upon by the parties, at the Time of Closing.
Satisfaction of the Purchase Price. Subject to the terms and conditions in this Agreement, the Purchaser will satisfy its obligation to pay the Purchase Price as follows:
(1) at the Closing Time, the Purchaser will pay to the Vendors US$85,428,943;
(2) subject to adjustments pursuant to sections 2.6(1)(a) or 8.7, no later than thirty (30) days following the Second Anniversary of the Closing Date, the Purchaser will pay to the Vendors the amount that is US$9,492,104 less the amount of any Claims paid pursuant to section 8.7(1), said payment to be satisfied in accordance with section 2.6(2); and
(3) subject to adjustments pursuant to sections 2.6(1) or 8.7, no later than thirty (30) days following the Fifth Anniversary of the Closing Date, the Purchaser will pay to the Vendors the amount that is equal to the balance of the Purchase Price plus interest accrued but not previously paid, if any, said payment to be satisfied in accordance with section 2.6(3). All payments to be made by the Purchaser to the Vendors on account of the Purchase Price and interest thereon will be paid to the Vendors’ Solicitors, or to such other party as the Vendors’ Solicitors may in writing direct, by wire transfer.
