Common use of Payment of Closing Consideration Clause in Contracts

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 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.. MIA 302707-6.064049.0034 (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 AssociatesR E C, P.A. Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, D.O. D.C. 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.