Payment of Closing Consideration Sample Clauses

Payment of Closing Consideration. (a) At the Closing, the Purchaser shall deliver the Closing Consideration, by wire transfer of immediately available funds, to the Stockholders’ Representative for distribution to the Stockholders based on each Stockholder’s pro rata ownership of the Shares. (b) At the Closing, the Stockholders shall transfer, grant, convey, sell and assign to the Purchaser all of the issued and outstanding Shares, including all outstanding options, warrants, rights or other securities convertible into shares of capital stock of the Company. At the Closing and thereafter, each Stockholder shall enter into such instruments of transfer, including stock powers and stock transfer agreements, as may be requested by the Purchaser to evidence such transfer and shall deliver to the Purchaser all physical original certificates evidencing all such securities or rights with stock transfer powers appropriately completed and signed.

Payment of Closing Consideration. The Closing Consideration shall be payable as follows: (a) Subject to adjustment as provided in Section 3.4 below and the provisions set forth in Sections 8, 9 and 10 below, PainCare shall deliver (or cause the Escrow Agent to deliver) the Closing Cash to the Company via wire transfer on the Closing Time to a bank account(s) designated by the Company. At least five (5) days prior to the Closing Time, the Company shall notify PainCare in writing of the bank account(s) to which the Closing Cash shall be wired. (b) Subject to adjustment as provided in Section 3.4 below and the provisions set forth in Sections 8, 9 and 10 below, PainCare shall deliver the Closing Shares to the Company or alternatively, to the Members as indicated in an instruction letter from the Company delivered to PainCare.

Payment of Closing Consideration. (a) At the Closing, Acquiror shall deliver to the Members an aggregate amount in cash equal to the Base Purchase Price, minus: (i) the Closing Indebtedness set forth on the CFO Certificate (which will be paid by Acquiror directly to the applicable lenders pursuant to payoff letters from each such lender as contemplated by Section 3.2(a)(ix)); (ii) the Company Expenses set forth on the CFO Certificate; (iii) the Indemnity Escrow Amount; and (iv) the Working Capital Escrow Amount; (such amount, the “Closing Consideration”), by wire transfer of immediately available funds to accounts designated by the Members in writing to Acquiror at least five (5) days prior to the Closing Date, with such payment to be made in accordance with the Allocation Certificate. *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (b) At the Closing, Acquiror shall deposit the Working Capital Escrow Amount and the Indemnity Escrow Amount in separate accounts with an escrow agent mutually acceptable to Acquiror and the Member Representative (the “Escrow Agent”) as escrow agent under an escrow agreement (the “Escrow Agreement”), in form and substance reasonably satisfactory to Acquiror and the Member Representative, to be entered into at the Closing by Acquiror, the Member Representative and the Escrow Agent. At any time, the amount of cash held by the Escrow Agent related to the Indemnity Escrow Amount, together with any proceeds thereon, shall at such time constitute the “Indemnity Escrow Funds,” and the amount of cash held in a separate account by the Escrow Agent related to the Working Capital Escrow Amount, and any additional amount that may be deposited into escrow with the Escrow Agent pursuant to Section 2.5, together with the proceeds thereof, shall at such time constitute the “Working Capital Escrow Funds.” The Escrow Agreement shall set forth the terms upon which disbursements shall be made by the Escrow Agent and shall provide for the release by the Escrow Agent to the Member Representative for further distribution to the Members in accordance with Section 11.13(g) of [***] the Indemnity Escrow Funds, on the date that is eighteen (18) months after the Closing Date, in each case less the amount of any claims paid from the Indemnity Escrow Funds prior to such date and the amount necessary to cover any pending Claimed Amounts.

Payment of Closing Consideration. The Closing Consideration shall be payable as follows: (a) Subject to adjustment as provided in Section 4.3 below and the payoff of any and all Liabilities of the Company not expressly being assumed by PainCare or Subsidiary, PainCare shall deliver or cause the Subsidiary to deliver the Cash Due at Closing to the Shareholder via wire transfers at the time of the Closing to a bank account designated by the Shareholder. At least two (2) days prior to the Closing, the Shareholder shall notify PainCare in writing of the bank account to which all of the Cash Due at Closing shall be wired. (b) Subject to adjustment as provided in Section 4.3 below, at the Closing or as soon thereafter as is reasonably possible PainCare shall deliver the Closing Shares to the Shareholder. The certificates evidencing the Closing Shares shall bear the following legend: “The sale, transfer, hypothecation, negotiation, pledge, assignment, encumbrance or other disposition of this share certificate and the shareholdings represented hereby are subject to all of the terms, conditions and provisions of that certain Merger Agreement dated as of January 6, 2006, by and among PainCare Holdings, Inc., PainCare Acquisition Company XXII, Inc., Carefirst Medical Associates, P.A. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D.O. and that certain Management Services Agreement dated as of January 6, 2006, by and among PainCare Acquisition Company XXII, Inc., CareFirst Medical Associates & Pain Rehabilitation, PC, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D.O. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, D.C. (solely for purposes of Sections 4.8.2, 4.8.3, 11.5 and 14.20).” Such legends shall be removed in accordance with Section 20 of the PainCare Stock Pledge Agreement, dated as of the date hereof, by and between the Shareholder and the Subsidiary. MIA 302723-6.064049.0034

Payment of Closing Consideration. The Closing Consideration shall be payable as follows: (a) Subject to adjustment as provided in Section 4.3 below, PainCare shall deliver the Cash Due at Closing to the Shareholder via wire transfers at the time of the Closing to a bank account designated by the Shareholder. At least two (2) days prior to the Closing, the Shareholder shall notify PainCare in writing of the bank account to which all of the Cash Due at Closing shall be wired. (b) Subject to adjustment as provided in Section 4.3 below, at the Closing or as soon thereafter as is reasonably possible PainCare shall deliver the Closing Shares to the Shareholder. The certificates evidencing the Closing Shares shall bear the following legend: “The sale, transfer, hypothecation, negotiation, pledge, assignment, encumbrance or other disposition of this share certificate and the shareholdings represented hereby are subject to all of the terms, conditions and provisions of that certain Merger Agreement, whose Effective date is October 1, 2005, by and among PainCare Holdings, Inc., PainCare Acquisition Company XXIII, Inc., ▇▇▇▇▇ ▇. Ring Jr., M.D., P.C. and ▇▇▇▇▇ ▇. Ring, Jr. M.D. and that certain Management Services Agreement, whose Effective Date is October 1, 2005, by and among PainCare Acquisition Company XXIII, Inc., Rocky Mountain Pain Consultants, P.C. and ▇▇▇▇▇ ▇. Ring, Jr., M.D.”

Payment of Closing Consideration. Each Seller shall sell to Buyer and Buyer shall purchase from each Seller, all of each Seller’s Interests in consideration for an aggregate amount of 75 million shares of MRMD common stock (the “Closing Consideration”). The shares of MRMD common stock delivered as the Closing Consideration shall be allocated among the Sellers pursuant to the Percentage Interests listed on Exhibit A hereto. Each Seller agrees that the shares comprising the Closing Consideration shall be subject to a lock up for twelve (12) months following the Closing.

Payment of Closing Consideration. (a) At the Closing, the Purchaser shall deliver to the Stockholders the stock certificates representing the Closing Shares in the name of each Stockholder, in each case for such number of shares of Purchaser Common Stock as is equal to the product of (i) the total number of Closing Shares multiplied by (ii) such Stockholder’s Consideration Percentage; provided that any certificates representing Purchaser Common Stock to be delivered to a Stockholder shall, in each case, represent only whole shares of Purchaser Common Stock. In lieu of any fractional shares to which such Stockholder would otherwise be entitled, after combining any fractional interests of such Stockholder into as many whole shares as is possible, such Stockholder shall be paid in cash an amount equal to the dollar amount (rounded to the nearest whole cent, with $0.005 or less being rounded down) determined by multiplying the Closing Per Share Price by the fraction of a share of Purchaser Common Stock that would otherwise be deliverable to such Stockholder. (b) At the Closing, the Stockholders shall transfer, grant, convey, sell and assign to the Purchaser all of the Shares. At the Closing and thereafter, each Stockholder shall deliver to the Purchaser all physical original certificates evidencing all such securities with stock transfer powers, in a form acceptable to the Purchaser, appropriately completed and signed.

Payment of Closing Consideration. The “Base Purchase Price” shall be three hundred and fifty thousand U.S. dollars ($350,000); provided, pursuant to the terms of the Option Agreement, the [†] U.S. dollars ($[†]) paid by Acquiror to Seller pursuant to the Option Agreement is fully creditable against the Base Purchase Price. Within [†] ([†]) [†] following the Closing, Acquiror shall (i) deliver to Seller the amount equal to [†] U.S. dollars ($[†]) (as the remainder of the Base Purchase Price) minus the Loan Payoff Amounts, and (ii) deliver to the applicable creditors the Loan Payoff Amounts. The funds payable by Acquiror pursuant to the immediately preceding sentence shall be made by wire transfer in immediately available funds to accounts designated by Seller or as designated in the Payoff Letters, as applicable.

Payment of Closing Consideration. The Closing Consideration shall be payable as follows: (i) Buyer shall cause the Payoff Amounts to be paid out of the Closing Consideration on behalf of the Company to the recipients and in the amounts shown on the Estimated Closing Statement; (ii) Buyer shall cause the Transaction Expenses to be paid out of the Closing Consideration on behalf of the Sellers to the recipients and in the amounts shown on the Estimated Closing Statement; (iii) Buyer shall cause the Escrow Deposit to be paid out of the Closing Consideration on behalf of the Sellers to Escrow Agent; and (iv) Buyer shall pay an amount equal to the balance of the Closing Consideration after payments of all amounts in subsections (i) through (iii) above, less the Indebtedness not included in the Payoff Amounts (the “Net Closing Payment”) by wire transfer of immediately available funds to an account designated in writing by Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Date.