Closing and Payment of Purchase Price. The closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the Company in the State of Florida (or such other office as is designated by the purchasing parties) on or before 30 days following the date that the parties mutually agree on the Purchase Price or the determination of the accountants of the Purchase Price, as applicable, and in either case, in accordance with Section 3.5(a). The Purchase Price shall be paid by the purchasing person at the closing, in cash, or by the delivery of (i) one (1) or more certified or bank cashier's checks drawn and made payable to the order of the Selling Party for an amount equal to 25% of the Purchase Price (or more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes in an amount equal to the balance of such Purchase Price executed by the purchasing parties. Any promissory note delivered pursuant to this Section 3.5(b) shall contain terms providing for (i) annual interest accruing at a rate equal to the lesser of (a) the W▇▇▇▇ Fargo Bank commercial reference (prime) lending rate, compounded annually, and adjusted concurrently with any adjustments to any such prime rate, or (b) the maximum non-usurious rate then permitted by law (if the usury laws are applicable), and (ii) payments of equal quarterly installments of principal and interest commencing on the first day of the first calendar quarter following the closing of the purchase of the Selling Party's Stock so that the entire principal amount is fully amortized over a five (5) year period. In addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the repayment of the promissory note described above, the purchasing parties shall grant a security interest in favor of the Selling Party in and to the stock purchased by such purchasing parties and the purchasing parties hereby agree to execute any and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such security interest including, without limitation, Uniform Commercial Code financing and continuation statements and other security instruments.
Appears in 1 contract
Closing and Payment of Purchase Price. The closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the Company in the State of Florida (or such other office as is designated by the purchasing parties) on or before 30 days following the date that the parties mutually agree on the Purchase Price or the determination of the accountants of the Purchase Price, as applicable, and in either case, in accordance with Section 3.5(a). The Purchase Price shall be paid by the purchasing person at the closing, in cash, or by the delivery of (i) one (1) or more certified or bank cashier's checks drawn and made payable to the order of the Selling Party for an amount equal to 25% of the Purchase Price (or more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes in an amount equal to the balance of such Purchase Price executed by the purchasing parties. Any promissory note delivered pursuant to this Section 3.5(b) shall contain terms providing for (i) annual interest accruing at a rate equal to the lesser of (a) the W▇▇▇▇▇ Fargo Bank commercial reference (prime) lending rate, compounded annually, and adjusted concurrently with any adjustments to any such prime rate, or (b) the maximum non-usurious rate then permitted by law (if the usury laws are applicable), and (ii) payments of equal quarterly installments of principal and interest commencing on the first day of the first calendar quarter following the closing of the purchase of the Selling Party's Stock so that the entire principal amount is fully amortized over a five (5) year period. In addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the repayment of the promissory note described above, the purchasing parties shall grant a security interest in favor of the Selling Party in and to the stock purchased by such purchasing parties and the purchasing parties hereby agree to execute any and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such security interest including, without limitation, Uniform Commercial Code financing and continuation statements and other security instruments.
Appears in 1 contract
Sources: Stockholder Agreement (Howloo, Inc.)
Closing and Payment of Purchase Price. The closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the Company in the State of Florida Arizona (or such other office as is designated by the purchasing parties) on or before 30 days following the date that one hundred and twentieth (120th) day after the parties mutually agree on the Purchase Price or the determination delivery of the accountants first notice of such purchasing parties’ election to purchase the Purchase PriceSelling Party’s Stock in accordance with Sections 3.1-3.5, as applicable, and in either case, in accordance with Section 3.5(a). The Purchase Price shall be paid by the purchasing person Company at the closing, in cash, or by the delivery of (i) one (1) or more certified or bank cashier's ’s checks drawn and made payable to the order of the Selling Party for an amount equal to 25% of the Purchase Price (or more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes in an amount equal to the balance of such Purchase Price executed by the purchasing parties. Any promissory note delivered pursuant to this Section 3.5(b) shall contain terms providing for (i) annual interest accruing at a rate equal to the lesser of (a) the W▇▇▇▇▇ Fargo Bank commercial reference (prime) lending rate, compounded annually, and adjusted concurrently with any adjustments to any such prime rate., or (b) the maximum non-usurious rate then permitted by law (if the usury laws are applicable), and (ii) payments of equal quarterly installments of principal and interest commencing on the first day of the first calendar quarter following the closing of the purchase of the Selling Party's ’s Stock so that the entire principal amount is fully amortized over a five (5) year period. In addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the repayment of the promissory note described above, the purchasing parties shall grant a security interest in favor of the Selling Party in and to the stock purchased by such purchasing parties and the purchasing parties hereby agree to execute any and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such security interest including, without limitation, Uniform Commercial Code financing and continuation statements and other security instruments.
Appears in 1 contract
Sources: Stockholder Agreement (Revelstone Capital Acquisition Corp.)