NEOG » Topics » Section 3. Delivery and Payment.

This excerpt taken from the NEOG 8-K filed Jun 2, 2006.

Section 3. Delivery and Payment.

Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”) at the offices of Honigman, Miller, Schwartz and Cohn LLC, 2290 First National Building, 660 Woodward Avenue, Detroit, Michigan 48226 (or at such other place as shall be agreed upon by the Placement Agents and the Company), the first such Closing to take place at 10:00 A.M., New York City time, on June 7, 2006 (unless another time shall be agreed to by the Placement

 

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Agents and the Company). Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Shares sold on such Closing Date shall be made to the Company and the Selling Stockholders, as applicable, by Federal Funds wire transfer, against delivery of such Shares (through the facilities of The Depository Trust Company). Payment of the purchase price for the Shares shall be made at the time of purchase by the Investors directly to the Company and the Selling Stockholders, as applicable. The time at which such payment and delivery are to be made is hereinafter sometimes called “the time of purchase.” Electronic transfer of the Shares shall be made at the time of purchase in such names and in such denominations, and such Shares shall be registered in such name or names and shall be in such denominations, as the Placement Agents may request.

Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Shares shall be made at the offices of Honigman, Miller, Schwartz and Cohn LLC, 2290 First National Building, 660 Woodward Avenue, Detroit, Michigan 48226 on the applicable Closing Date. All actions taken at a Closing shall be deemed to have occurred simultaneously.

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