Satisfaction of the Purchase Price Clause Samples

Satisfaction of the Purchase Price. 2.3.1 Closing shall take place at the Time of Closing subject to: 2.3.1.1 the Purchase Price being satisfied by the Purchaser (or by Vernalis on behalf of and at the direction of the Purchaser): (a) allotting and issuing to the Vendor (or its nominee) the Chiesi Non-Vendor Placing Shares, credited as paid in full, and delivering to the Vendor (or its nominee) a share certificate in respect of such Chiesi Non-Vendor Placing Shares and a copy of the minutes of a meeting of the board of Vernalis evidencing, the issue of such shares subject only to Admission to the Vendor (or its nominee); (b) allotting and issuing the Chiesi Vendor Placing Shares, credited as paid in full, and delivering such Chiesi Vendor Placing Shares to such Persons (other than the Vendor) as are specified in section 2.2.2 above; 2.3.1.2 the Vendor delivering to the Purchaser a certificate issued pursuant to section 116 of the Income Tax Act (Canada) on account of the Purchase Price, provided that if such certificate is not delivered at the Time of Closing and notwithstanding section 2. 3.1.1 the Closing shall still occur but: (a) where the Aggregate Net Proceeds do not exceed the sum of L*** (the "WITHHOLDING AMOUNT"), the Purchase Price shall not be satisfied in cash, or by the issue of the Chiesi Non-Vendor Placing Shares, until the delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which point (to the extent that by the time of such delivery, the Withholding Amount has not been paid to the Receiver General of Canada pursuant to and in accordance with section 2.8.2): (A) the Chiesi Non-Vendor Placing Shares shall, as soon as practicable following such delivery, be allotted and issued to the Vendor (or its nominee) credited as paid in full, and a share certificate in respect thereof delivered to the Vendor (or its nominee); (B) the Purchaser and Vernalis shall procure that a sum equal to the Withholding Amount is, as soon as practicable following such delivery, paid to the Vendor by electronic funds transfer to the account specified in section 2.3.3, provided always that if at the time of delivery by the Vendor to the Purchaser of the relevant certificate or its availability to the Vendor, the Withholding Amount has been paid to the Receiver General of Canada pursuant to section 2.8.2, the balance of the Chiesi Non-Vendor Placing Shares and cash remaining after the remittance of such Withholding Amount shall be so ...

Satisfaction of the Purchase Price. The Investor shall pay, or cause to be paid, the aggregate Purchase Price to the Company (or as directed by the Company) by certified cheque, solicitor’s trust cheque, bank draft or wire transfer in immediately available funds or in any other manner agreed upon by the parties, at the Closing Time.

Satisfaction of the Purchase Price. The Purchase Price shall be satisfied by the issuance to the Vendor of 12,500,000 Common Shares and 5,750,000 Series A Preference Shares in the capital of the Purchaser (collectively, the "Consideration Shares") at a value of $0.30 per Common Share and $0.30 per Series A Preference Share. The Series A Preference Shares shall have the terms and conditions set out in Appendix A hereto.

Satisfaction of the Purchase Price. 3.2.1 The Purchase Price shall be satisfied by the payment of cash as follows.

Satisfaction of the Purchase Price. The parties hereto acknowledge that the purchase price for the Purchased Shares provided for in Section 2.02 hereof has been satisfied by the delivery by the Purchaser to the Vendors of common shares of the Purchaser on a pro-rata basis of one common share of the Purchaser for every five (5) common shares of the Corporation.

Satisfaction of the Purchase Price. All payments made by Buyer to Sellers hereunder shall be made either by: (a) effecting a wire transfer of immediately available funds to the account(s) designated by the Seller Representative; (b) issuing to the Seller Representative, to the account(s) designated by the Seller Representative, shares of common stock of the Buyer, which shall not be subject to any contractual lock-up arrangement beyond what is required by law or described in Section 2.02, and when issued and delivered in accordance with the terms hereof, shall be free and clear of liens, encumbrances, security interests, and other claims of third parties (the “Buyer Shares”), having a deemed value calculated based on the volume weighted average price of the Buyer Shares on the Nasdaq Capital Market (or another stock exchange, if the Buyer Shares are no longer listed on the Nasdaq Capital Market) for the 20 trading days immediately preceding the fifth day before the date of such payment (the “Equity Consideration”); or (c) any combination of immediately available funds or Buyer Shares (valued in accordance with Section 2.03(b) above), as determined by the Buyer in its sole discretion. To the extent any of the above payments are made by issuing Buyer Shares, the timing requirement associated with such payment shall be satisfied by the Buyer issuing an instruction to Buyer’s transfer agent to issue the applicable number of Buyer Shares to the Seller Representative, understanding that the transfer agent will require information from the Seller Representative, including, by way of example, address and tax identification number, before such shares are actually issued. Sellers hereby acknowledge and agree that any issuance of Buyer Shares pursuant to this Section 2.03 shall be issued by Buyer to the Seller Representative, and not to the Sellers, and such issuance to the Seller Representative shall fulfill the payment obligations of Buyer herein.

Satisfaction of the Purchase Price. On Completion the Purchase Price shall be converted to US$ in accordance with the provisions set out in the Provident Funding Agreement and will be deemed to have been satisfied by Provident making an advance of the converted amount under the Provident Funding Agreement and that amount being applied in payment of the Purchase Price to the Seller so that the amount of the Purchase Price is novated and becomes a debt due by Provident to the Seller.

Satisfaction of the Purchase Price. On Completion the Purchase Price shall be converted to US$ in accordance with the provisions set out in the Saratoga Funding Agreement and will become a loan under the Saratoga Funding Agreement.

Satisfaction of the Purchase Price. Subject to Section 2.1(b), in full satisfaction of the aggregate Purchase Price for the Subscription Shares, the Investor shall pay, or cause to be paid, the Proceeds to the Company (or as directed by the Company) by wire transfer in immediately available funds or in any other manner agreed upon by the parties, at the Time of Closing.