Closing Purchase Amount definition
Examples of Closing Purchase Amount in a sentence
At the Closing, the Company shall deliver or cause to be delivered to the Standby Purchaser (or its designee) one or more certificates (or evidence of book-entry records) representing the Standby Shares, and the Standby Purchaser shall deliver (or cause to be delivered) to the Company, by wire transfer, the Closing Purchase Amount.
On and subject to the terms and conditions of this Agreement, at the Closing, Buyer shall purchase from Seller the Company Stock, and Seller shall sell, assign, convey and transfer the Company Stock to Buyer, free and clear of any Liens (other than general restrictions under federal and state securities laws relating to the transfer of securities), in exchange for (i) cash in an amount equal to the Closing Purchase Amount and (ii) the Promissory Note in the original principal amount of $1,000,000.
Attached hereto as Schedule 1(d) is a statement prepared by Seller (the “Closing Statement”), which sets forth: (A) Seller’s good faith calculation of the Closing Purchase Amount and the components thereof, (B) the Cash of the Company as of immediately prior to the Closing, and (C) the aggregate Indebtedness of the Company as of immediately prior to the Closing (the “Closing Indebtedness”), in each case with supporting calculations or documents reasonably satisfactory to Buyer.
The Closing Purchase Amount is an amount equal to (i) One Hundred Two Million Five Hundred Thousand Dollars ($102,500,000.00).
Seller and Buyer shall subsequently determine the Final Working Capital of Seller pursuant to Section 1.5(c), and the Closing Purchase Amount shall be (1) increased by the amount by which the Final Working Capital exceeds the Closing Working Capital, or (2) decreased by an amount by which the Closing Working Capital exceeds the Final Working Capital.
Buyer will purchase the Purchased Assets for an aggregate purchase price (the "PURCHASE PRICE") consisting of the Closing Purchase Amount described in Section 1.5(b) hereof and (ii) the Additional Purchase Amount described in Section 1.5(c) hereof.
The sum of the First Closing Purchase Amount and the Second Closing Purchase Amount is hereinafter referred to as the “Purchase Amount”.
Within ten (10) days following achievement of the Second Closing Milestone, the Company shall provide the Investors with written notice thereof (the “Second Closing Milestone Notice”), which notice shall also indicate the Second Closing Date and, with respect to each Investor, the number of Shares and Common Warrants that such Investor is obligated to purchase at the Second Closing and the Second Closing Purchase Amount for such Investor in accordance with the terms of this Agreement.
Promptly, but in no event more than two (2) Business Days following the expiration of the Rights Offering, the Company will determine the number of Standby Shares and notify each Standby Purchaser in writing of the number of Standby Shares and the aggregate purchase price for such shares, determined as provided herein (the “Closing Purchase Amount”), as well as each Standby Purchaser’s Pro Rata Portion of the Standby Shares and Closing Purchase Amount.
At the Closing, the Company shall deliver or cause to be delivered to each Standby Purchaser (or its designee) one or more certificates (or evidence of book-entry records) representing such Standby Purchaser’s Pro Rata Portion of the Standby Shares, and such Standby Purchaser shall deliver (or cause to be delivered) to the Company, by wire transfer, such Standby Purchaser’s Pro Rata Portion of the Closing Purchase Amount.