The Closing and Payment of Stock Purchase Price
The Closing and Payment of Stock Purchase Price Sample Clauses
Related to The Closing and Payment of Stock Purchase Price
THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’). 8.2 The signed Memorandum together with these conditions of sale and the Proclamation of Sale shall in their entirety form the contract for the sale and purchase of the Property (`the Contract of Sale’). 8.3 The last bid which is the highest bid accepted by the Auctioneer and upon which the Property is sold to the Purchaser shall be the purchase price for the Property (`the Purchase Price’). 8.4 Upon successful bid of the property by the bidder, the Bidding Deposit deposited by the bidder pursuant to clause 3.1 shall be paid to the Bank immediately upon execution of the Contract of Sale (“ the Purchase Deposit) 8.5 In the event that the Purchase Price is higher than the Reserve Price, the Purchaser shall immediately deposit with the Auctioneer as stakeholder a sum equivalent to the difference between Purchase Deposit and the Bidding Deposit (`the Purchase Deposit Shortfall’) either in cash or by way of a valid bank draft or cashier’s order drawn in favour of the Bank which together will form the Purchase Deposit. 8.6 The Auctioneer shall upon receipt of the Purchase Deposit release the said sum, bank draft and/or cashier’s order to the Bank. 8.7 In the event that the Purchaser shall fail to deposit the Purchase Deposit Shortfall or shall fail to execute the Memorandum for any reason whatsoever or in the event of the bank draft and/or cashier’s order for the Bidding Deposit and/or the Purchase Deposit Shortfall is dishonored for any reason whatsoever when presented by the Bank for payment, the Purchaser shall be deemed to have committed a breach of the terms of the Auction Sale and the consequences set out in paragraph 8.8 hereto shall ensue. 8.8 In the event that the Purchaser shall commit a breach, the Bidding Deposit shall be forfeited absolutely to the Bank and the Bank may in its absolute discretion upon such terms and conditions and at such time or times the Bank deems fit put the Property up for resale. The Bank shall be further entitled to recover from the Purchaser all costs and expenses of, in connection with and resulting from such resale. The Purchaser shall be further liable to the Bank for any shortfall in the sale price obtained at the resale and the Purchase Price (`the Resale Shortfall’). A certificate duly signed by an authorized officer of the Bank as to amount of the Resale Shortfall and the costs and expenses of, in connection with resulting from such resale shall be accepted by the Purchaser as binding correct and conclusive for all purposes including for legal proceedings. The certified amount shall be paid by the Purchaser to the Bank not later than seven (7) days from the date of the demand made by the Bank. 8.9 Notwithstanding anything herein contained, the amount representing the difference between the Purchase Price and the Purchase Deposit (“Balance Purchase Price”) shall be paid by the Purchaser directly to the Bank without any set-off not later than NINETY (90) DAYS from the date of the Contract of Sale (`the Due Date’). 8.10 The Balance Purchase Price shall be paid to the Bank by way of bank draft or cashier’s order drawn in favour of the Bank or E-Payment or any mode of payment which acceptable by the Bank. 8.11 Upon the written request by the Purchaser before the expiry date, the Bank in its absolute discretion may but shall be under no obligation to extend the Due Date for such period or periods the Bank deems fit (`the Extended Due Date’). 8.12 The Purchaser shall have prior to twenty one (21) days of the Due Date, the Purchaser shall issue a written request to the Assignee/Bank applying for an extension of time and the Bank may in it’s absolute discretion (i) agree to grant the extension of time unconditionally, or (ii) refuse the request, in which case the 10% of the successful bid shall be forfeited, or (iii) agree to grant an extension of time subject to conditions (including but not limited to imposition of late payment interest/charges/compensation at such rate/amount as the Bank shall determine) without assigning any reasons whatsoever and such decision shall be binding on the Purchaser. The interest on late payment if imposed by the Bank may be in the form of advance payment of interest for the extension period or otherwise is final and not refundable. 8.13 In the event that the Purchaser for any reason whatsoever (save and except where it is due to the default of the Bank) fails to pay the Balance Purchase Price by the Due Date or the Extended Due Date, as the case may be, the Purchaser shall be deemed to be in breach of the Contract of Sale, and all monies paid to the Bank upon the execution of the Contract of Sale including the Purchase Deposit shall be forfeited absolutely by the Bank and the consequences as set out in paragraph 8.8 shall ensue.
Purchase Price and Payment Terms The aggregate purchase price (the “Purchase Price”) shall be Ninety One Million Dollars ($91,000,000), subject to adjustment as provided in Section 1.3 and Section 1.7. Of the Purchase Price, Six Million Nine Hundred Thousand Dollars ($6,900,000) shall be paid by Purchaser’s delivery of 150,000 shares of the common stock, par value $0.001 per share, of Purchaser’s Parent, which shares (the “Purchaser’s Parent Equity”) are valued at Six Million Nine Hundred Thousand Dollars ($6,900,000) (the “Purchaser’s Parent Equity Value”) based upon the price paid by others for similar shares contemporaneously with the Closing. At the Closing, Purchaser shall deliver to Sellers an amount in cash equal to the Purchase Price, minus (i) the Escrow Funds, minus (ii) the aggregate amount of Debt of the Company and its Subsidiaries (disregarding any intercompany Debt) outstanding as of the Closing Date (including any interest, penalties, charges or other fees accrued thereon), minus (iii) Sellers’ Transaction Expenses, minus (iv) the Purchaser’s Parent Equity Value, minus (v) the Off-Balance-Sheet LC Adjustment Amount, all as set forth in the funds flow memorandum attached hereto as Schedule 1.2 (the “Funds Flow Memorandum”) (such amount, the “Closing Cash”). At the Closing, Purchaser shall deliver (w) the Closing Cash by wire transfer of immediately available funds to an account identified by Frost as set forth in the Funds Flow Memorandum, (x) copies of the certificates representing the Purchaser’s Parent Equity to Sellers, (y) the Escrow Funds to the Escrow Agent as contemplated by Section 1.5 below, and (z) to the Company’s lenders and the persons entitled thereto (as shown on the Funds Flow Memorandum) all amounts of the Debt and Sellers’ Transaction Expenses subtracted to determine the Closing Cash. At the Closing, Sellers shall pay and satisfy in full the Excluded Liability set forth in clause (d) of Schedule 1.4.
Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.
Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.
Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.
Vesting and Payment (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date. (b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460. (d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.
Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.
Payment of Purchase Price The Purchase Price shall be paid as follows:
Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).
Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.
