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. 2.3.1 Closing shall take place at the Time of Closing subject to:
2.3.1.1 the Purchase Price being satisfied by the Purchaser (or by Vernalis on behalf of and at the direction of the Purchaser):
(a) allotting and issuing to the Vendor (or its nominee) the Chiesi Non-Vendor Placing Shares, credited as paid in full, and delivering to the Vendor (or its nominee) a share certificate in respect of such Chiesi Non-Vendor Placing Shares and a copy of the minutes of a meeting of the board of Vernalis evidencing, the issue of such shares subject only to Admission to the Vendor (or its nominee);
(b) allotting and issuing the Chiesi Vendor Placing Shares, credited as paid in full, and delivering such Chiesi Vendor Placing Shares to such Persons (other than the Vendor) as are specified in section 2.2.2 above;
2.3.1.2 the Vendor delivering to the Purchaser a certificate issued pursuant to section 116 of the Income Tax Act (Canada) on account of the Purchase Price, provided that if such certificate is not delivered at the Time of Closing and notwithstanding section 2.
3.1.1 the Closing shall still occur but:
(a) where the Aggregate Net Proceeds do not exceed the sum of L*** (the "WITHHOLDING AMOUNT"), the Purchase Price shall not be satisfied in cash, or by the issue of the Chiesi Non-Vendor Placing Shares, until the delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which point (to the extent that by the time of such delivery, the Withholding Amount has not been paid to the Receiver General of Canada pursuant to and in accordance with section 2.8.2):
(A) the Chiesi Non-Vendor Placing Shares shall, as soon as practicable following such delivery, be allotted and issued to the Vendor (or its nominee) credited as paid in full, and a share certificate in respect thereof delivered to the Vendor (or its nominee);
(B) the Purchaser and Vernalis shall procure that a sum equal to the Withholding Amount is, as soon as practicable following such delivery, paid to the Vendor by electronic funds transfer to the account specified in section 2.3.3, provided always that if at the time of delivery by the Vendor to the Purchaser of the relevant certificate or its availability to the Vendor, the Withholding Amount has been paid to the Receiver General of Canada pursuant to section 2.8.2, the balance of the Chiesi Non-Vendor Placing Shares and cash remaining after the remittance of such Withholding Amount shall be so ...
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. The Purchaser shall pay the Purchase Price in accordance with the following:
(a) the Cash Payment shall be paid to Clearbeach in immediately available funds;
(b) the Bankruptcy Costs shall be paid by the Purchaser, on behalf of Clearbeach, to the Monitor on behalf of ResidualCo, who shall provide same to MNP Ltd. once appointed as trustee in bankruptcy of ResidualCo and Forbes Resources Corp.; and
(c) the Purchaser shall, on behalf of Clearbeach, pay to the Persons entitled to be paid the Priority Claims, the amounts necessary to satisfy the Priority Claims payable to such Persons; provided that, the Purchaser and any such Person may agree, with the consent of the Monitor, that such Person's Priority Claim may be assumed by the Purchaser and/or retained by Clearbeach or satisfied other than with the payment in full of such Priority Claim on the Closing Date (the "Priority Claims Payment").
Satisfaction of the Purchase Price and Other Closing Payments
(a) the amount of $1,500,000 of the Purchase Price (the “Escrow Amount”) shall be paid by the Purchaser to the Escrow Agent to be held in accordance with the terms of the Escrow Agreement; and
(b) the balance of the Purchase Price shall be paid by the Purchaser by wire transfer to the Vendor or as it may otherwise direct.
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. 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. 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. 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.
Satisfaction of the Purchase Price. The Purchase Price shall be satisfied by the issuance to the Vendor of 12,500,000 Common Shares and 5,750,000 Series A Preference Shares in the capital of the Purchaser (collectively, the "Consideration Shares") at a value of $0.30 per Common Share and $0.30 per Series A Preference Share. The Series A Preference Shares shall have the terms and conditions set out in Appendix A hereto.