2Purchase Price. The purchase price for ProjectCo Interests shall be equal to the Base Purchase Price (subject to adjustment as expressly provided herein, the “Contract Price”). The Purchase Price together with the remaining payments as provided in Section 3.3, constitutes the “Contract Price” which represents an “all-in” figure for the complete transfer of the ProjectCo Interests and performance of the Work and achievement of Project Final Completion and is inclusive of all sales, use and other Taxes related to or incurred in connection with the Transactions, all overhead, general and administrative, project management and similar fees and costs, and all other costs and expenses incurred or to be incurred by Seller, including on behalf of ProjectCo from and after the Closing Date, and, prior to the Closing Date, ProjectCo, in the development and completion of the Work (subject to any Change Order, including the cost of designing, engineering, constructing, and commissioning the Seller IA Facilities). The Contract Price shall be paid when due by wire transfer of immediately available funds to the account specified in writing by Seller for such purpose or, if so requested in writing by Seller, by such alternative means of delivery of immediately available funds or other method of payment as is reasonably acceptable to Purchaser.
2Purchase Price. The aggregate consideration to be paid by Purchaser to Seller for the purchase of the Shares shall be an amount in cash equal to (a) $5,555,000,000 (the “Base Price”), plus (b) the Net Working Capital Overage (if any), minus (c) the Net Working Capital Underage (if any), plus (d) Cash as of immediately prior to the Closing, minus (e) Indebtedness as of immediately prior to the Closing (except that the Income Tax Amount shall be determined as of the end of the Closing Date), minus (f) Transaction Expenses unpaid as of immediately prior to the Closing (the amount calculated pursuant to this sentence, the “Purchase Price”).
2Purchase Price. The Purchase Price for the Stock shall be Three Million and No/100 U.S. Dollars ($3,000,000) plus two (2) percent of the Net Smelter Returns (as defined below) (the “NSR”) into perpetuity. Net Smelter Return is defined to mean the greater of (i) all monies Buyer (or any entity on behalf of Buyer) or any successor owners of the patented or unpatented mines listed in Exhibit B hereto receives for or from any and all ore removed from the Property from time to time; whether the ore is removed for exploration, mining operations or any other reason (the “Ore”), or (ii) the fair market value of removed Ore. Such two (2) percent of NSR shall be paid by Buyer (or Buyer’s successors or assigns) to Seller within 10 days of Buyer receiving money for all Ore taken from the Property, and in any case, within 120 days of Ore being taken off the Property whether Buyer has received remuneration for the Ore by such 120 days or not. The obligation to pay Seller the NSR shall be secured by a Mortgage and/or Security Agreement on the Mines pursuant to Section 2.7(B) below.
2Purchase Price. In consideration of the Company’s performance of this Agreement and the sale of the Purchased Interest, Bxxxx agrees to pay to the Company the Purchase Price in immediately available funds. The Purchase Price shall be determined by Buyer, in its sole discretion, provided that the Purchase Price shall not be less than $100,000 or more than $500,000.
1 Solely by way of example, (a) if the Purchase Price is $100,000, then the Purchased Interest to be sold to Buyer shall be $100,000 / $920,000 = 10.9%, and (b) if the Purchase Price is $500,000, then the Purchased Interest to be sold to Buyer shall be $500,000 / $920,000 = 54.3%. Doc ID: 4f01e176a9d0f1e39e8eaac4f198ae88a1698b97
2Purchase Price. (a) As the purchase price for all of the Company Units (the “Purchase Price”), one million nine hundred and fifty seven thousand one hundred and sixteen (1,957,116) shares of Common Stock (as defined in Section 2.3(d) hereof) of the Buyer (the “Buyer Common Stock”), which will be issued to Sellers in the amounts set forth on Schedule 1.1 under the caption “Shares of Buyer Common Stock.” Seventy five percent (75%) of the shares of Buyer Common Stock are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Twenty five percent (25%) of the shares of Buyer Common Stock will be unrestricted, registered securities. Seller will file an S1 or S3 Registration Statement and keep the registration current until all Installments (see Section 1.5(e) below) have been paid to Sellers. In the event that a Seller individually elects to receive Buyer Common Stock in 2019, 100% of Buyer Common Stock issued to the Seller individually in 2019 will be restricted securities. The current Capitalization Table of Buyer is included as Schedule 1.2.
(b) Certificates for the Buyer Common Stock, issued in the names of the Sellers, shall be delivered to the Seller at the Closing. Prior to the Closing Date, the Buyer shall make arrangements with the transfer agent for the Buyer’s Common Stock for the delivery of such stock certificates to the Buyer, for delivery to Sellers at the Closing. Shares of Buyer Common Stock intended to be registered shares will not be issued until they are registered unless (i) the individual Seller agrees to accept the shares as unregistered shares, and, (ii) the Buyer agrees that it will register those shares pursuant to Section 8 of this Agreement.
(c) The number of shares of the Buyer Common Stock to be issued in accordance with Section 1.2(b) hereof shall be adjusted so as to give the Seller the economic benefit of any stock dividends, reclassifications, recapitalizations, split-ups, exchanges of shares, or combinations or subdivisions of Common Stock (as defined in Section 2.3(d) hereof) of Buyer (each, a “Share Adjustment”) effected between the date of this Agreement and each date of issuance of the shares of Common Stock in accordance with Section 1.2(b) hereof (each, an “Issuance Date”). In particular, without limiting the foregoing, if, prior to an Issuance Date, Buyer should effect a split, reclassification or combination of the Bu...
2Purchase Price. In consideration of Sxxxxx’s performance of this Agreement and the sale of the Member Interest, Bxxxx agrees to pay to Seller the Purchase Price in cash. The Purchase Price will be made by wire transfer. The Purchase Price shall be determined by Buyer, in its sole discretion, provided that the Purchase Price shall not be less than $36,000,000 or more than $38,000,000.
1 Solely by way of example, (a) if the Purchase Price is $36,000,000, then the percentage of the total membership interest to be sold to Buyer shall be $36,000,000 / $40,000,000 = 90%, and (b) if the Purchase Price is $38,000,000, then the percentage of the total membership interest to be sold to Buyer shall be $38,000,000 / $40,000,000 = 95%. 112776\000003\4826-3263-4090v2
2Purchase Price. Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares, the Company shall pay to Sellers the Per Share Purchase Price multiplied by the number of Purchased Shares being sold by the Sellers (the “Purchase Price”), which Purchase Price shall be paid by Company to Sellers in cash by wire transfer of immediately available funds to an account that the Seller shall designate in writing.
2Purchase Price. (a) The total aggregate consideration for the Shares purchased by the Purchaser from the Sellers shall be Six Million Seven Hundred Fifty-Three Thousand and NO/100s Dollars ($6,753,000.00) subject to the increase, if any, pursuant to Section 2.4 (the "Purchase Price"). The Purchase Price, less the amounts to be paid under the Prior Stock Purchase Agreements, in accordance with Section 2.2(a)(ii) below, shall be paid to the Sellers at the Closing, as allocated below between the Sellers, in consideration of the transfer of each Seller's ownership of the Shares as set forth on Schedule 1. The portion of the Purchase Price allocated to Madden shall be payable to Madden in cash and the portion of the Purchase Price allocated to Xxxx shall be payable to Xxxx in a combination of cash and the real estate properties owned by First Guaranty listed on Schedule 2.2 (to the extent such real estate properties have not been sold prior to the Closing) (the "Transferred Real Estate"), and the cash portion of the Purchase Price payable to Xxxx shall be reduced by an amount equal to the Book Value of the Transferred Real Estate (the Book Value of each real estate property being shown on Schedule 2.2 and aggregating $863,997.00) transferred to Xxxx at the Closing. The Purchase Price shall be allocated between the Sellers as follows:
(i) Madden - $1,691,250.00.
(ii) Xxxx-$5,061,750.00 less all amounts paid at the Closing by the Purchaser or the Company to Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xx., and Xxxx Xxxxxx, Xx. (the "Former Shareholders"), pursuant to those certain Stock Purchase Agreements dated December 16, 2010 (the "Prior Stock Purchase Agreements") in exchange for full releases of all Liens and Liabilities under the Prior Stock Purchase Agreements in substantially the same form attached to the this Agreement as Exhibits D - 1, 2, 3 and 4. Any increase in the Purchase Price in accordance with Section 2.4 will increase the cash portion of the Purchase Price due to Xxxx and not Madden.
(b) The Sellers acknowledge that the allocation of the Purchase Price between them in accordance with Section 2.2(a) was negotiated only between the Sellers and represents their agreement on the allocation of the Purchase Price. The Sellers agree to indemnify and hold the Purchaser harmless from any claim, expense or liability asserted by them against the Purchaser arising from or relating to such allocation of the Purchase Price.
2Purchase Price. In full consideration for the sale, assignment, transfer and conveyance of the Purchased Commercial Payments, and subject to the terms and conditions set forth herein, Purchaser shall pay (or cause to be paid) to Seller, or Seller’s designee the following amount(s) (the “Purchase Price”):
(a) on the Closing Date, the sum of Six Million Dollars ($6,000,000), in immediately available funds by wire transfer to Seller Account (“Initial Payment”);
(b) the following one-time milestone payments within [*] Business Days from the first achievement of the corresponding milestone event specified below (collectively, the “Affitech Milestone Payments”):
(i) Product Approvals: Product Approval in the U.S. of the Product for a first (1st) indication by FDA Two million, five hundred thousand Dollars ($2,500,000 USD) [*] [*] Product Approval in the U.S. of the Product for a second (2nd) indication by FDA Two million, five hundred thousand Dollars ($2,500,000 USD) [*] [*]
(ii) Sales-Based Milestones: Purchaser shall pay to Seller out of its receipts of the Assigned Commercial Payments from Roche a one-time, sales-based milestone payment, within [*] Business Days from the end of the applicable Calendar Year, following the first achievement by Roche of annual Net Sales of the Product in a given Calendar Year (“Annual Net Sales”) that exceed each of the following thresholds in such Calendar Year (each, the “Annual Net Sales Threshold”): [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Annual Net Sales ThresholdAffitech Milestone Payment First Calendar Year ending on or before [*] in which Roche’s Annual Net Sales of the Product exceed [*] in such Calendar Year* [*] First Calendar Year in which Roche’s Annual Net Sales of the Product exceed [*] in such Calendar Year [*] First Calendar Year in which Roche’s Annual Net Sales of the Product exceed [*] in such Calendar Year [*] First Calendar Year in which Roche’s Annual Net Sales of the Product exceed [*] in such Calendar Year [*] *If the first Annual Net Sales Threshold set forth in the table above is not achieved in a given Calendar Year prior to [*], the corresponding first Affitech Milestone Payment of [*] shall terminate and shall not be payable (regardless of whether the corresponding Annual Net Sales threshold is later achieved), although other Affitech Mi...
2Purchase Price. The aggregate purchase price for the Units (the “Purchase Price”) shall be an amount equal to the Equity Value as reflected on the Final Closing Statement.
