The Closing; Payment of Purchase Price, and Founders' Compensation Sample Clauses

The Closing; Payment of Purchase Price, and Founders' Compensation. (a) The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Maslxx Xxxxxxx Xxxxxx & Xrand, LLP, 3300 Norwest Center, 90 Sxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, xx 9:00 a.m. on September 30, 1997 (the "Closing Date"), or at such other place and on such other date as is mutually agreeable to Buyer and Seller. At the Closing, Seller will assign and transfer to Buyer good and valid title in and to the Shares, free and clear of all liens, by delivering to Buyer stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers endorsed in blank. Each of the parties shall deliver to the other the documents required to be delivered pursuant to Article VI hereof. (b) The Purchase Price payable hereunder by Buyer for the Shares herein provided to be sold and the Founders' Compensation (as defined below) shall be payable as follows: (i) Buyer shall pay to Seller at the Closing the sum of $9,975,000 by wire transfer of immediately available funds to an account designated by Seller. (ii) Buyer shall pay to Seller the sum of $3,325,000 in the form of certificates representing unregistered shares of Buyer's common stock, $.01 par value per share (the "Common Stock") in a share denomination equal to the quotient derived by dividing $3,325,000 by the average closing price for the Common Stock on the Nasdaq National Market System during the twenty trading days ending on the earlier of the date of the parties' mutual public announcement of the transactions contemplated hereby in accordance with Section 11 hereof or the business day immediately preceding the Closing Date (the "Average Price"), of which Shares equal to $2,475,000 (valued at the closing price for the Common Stock on the Nasdaq National Market System on the business day immediately preceding the Closing Date) shall be paid pursuant to Section 1.03(b)(iii) below and the remaining Shares (the "Primary Shares") shall be paid to Seller at Closing. In no event shall Buyer have any obligation to issue any fractional shares of Common Stock. The value of any remaining fractional share, determined with reference to the Average Price, shall be paid to Seller at the Closing in the manner set forth in Section 1.03(b)(i). The Primary Shares shall be subject to the provisions of Article X hereof pertaining to registration under the Securities Act of 1933, as amended (the "Securities Act"). (iii) The sum of $2,475,...
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Related to The Closing; Payment of Purchase Price, and Founders' Compensation

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • 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).

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

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