Base Purchase Price. Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.
Base Purchase Price. Buyer will pay to Seller total cash ------------------- consideration of $27,350,000 (the "Base Purchase Price"), subject to adjustment as provided in SECTIONS 3.2 and 3.
Base Purchase Price. 10 3.2 Adjustments to Base Purchase Price..................................... 10 3.3
Base Purchase Price. As consideration for the Assets and for the covenant of Seller contained in the Non-Competition Agreement attached hereto as EXHIBIT D, Buyer will pay to Seller total consideration of One Hundred Thirty Million Dollars ($130,000,000) (the "Base Purchase Price"), paid at the Closing as set forth below, subject to adjustment as provided in Sections 3.2 and 3.3, and Buyer will assume certain obligations of Seller as provided in Section 4:
3.1.1 $102,000,000 to be paid by Buyer to Seller at the Closing by wire transfer of immediately available funds, at the accounts designated by Seller not less than five (5) days prior to the Closing;
3.1.2 $3,000,000 to be paid by Buyer to Norwest Bank Texas, N.A. (the "Escrow Agent"), subject to the xxxxxxx money escrow agreement, substantially in the form of EXHIBIT A, to be entered into on the Effective Date of this Agreement by Seller, Buyer and the Escrow Agent (the "Xxxxxxx Money Escrow Agreement");
3.1.3 $5,000,000 to be paid by Buyer to the Escrow Agent, subject to the indemnity escrow agreement, substantially in the form of EXHIBIT B, to be entered into on the Closing Date by Seller, Buyer and the Escrow Agent (the "Indemnity Escrow Agreement"); and
3.1.4 Subject to the terms and conditions of and in reliance upon the representations, warranties and covenants contained in this Agreement, at the Closing Date, Buyer's corporate parent, CCI, shall issue to Seller 20,000 shares of Preferred Stock with an initial stated value of $1,000 per share. In the event the Closing of the transaction contemplated by this Agreement occurs after a Qualified Initial Public Offering, as defined in the Certificate of Designation in the form attached hereto as EXHIBIT N (the "Certificate of Designation"), Seller shall be issued an amount of Class A Common Stock pursuant to the Optional Conversion provisions in the Certificate of Designation as if the Preferred Stock referenced in the preceding sentence had been issued as of the date hereof.
Base Purchase Price. Subject to Section 2.9(c), the Base Purchase Price shall be Four Million Seven Hundred Fifty Thousand dollars ($4,750,000), subject to adjustments as set forth herein (the "Base Purchase Price").
Base Purchase Price. The amount set forth in Section 3.01.
Base Purchase Price. (a) The purchase price for the Assets shall be an amount equal to (i) $10,550,000 minus (ii) the amount of the current accounts payable of the Sellers assumed by the Buyer on the Closing Date pursuant to clauses (i) and (ii) of Section 1.4(a) below (the "Base Purchase Price"). The Base Purchase Price shall be subject to adjustment as provided in Section 1.7 below. Any such adjustment shall increase or reduce the portion of the Base Purchase Price which is payable by delivery of cash, as described in Section 1.3(b)(ii) below.
(b) The Base Purchase Price shall be paid as follows. At the Closing, the Buyer shall deliver to the Sellers (i) $3,919,000 by delivery of an instrument of evidence of indebtedness pursuant to which the Buyer shall issue shares of its Common Stock, $.01 par value per share ("Common Stock"), which instrument shall be on the terms described below (the "Instrument"), and (ii) the balance by wire transfer of immediately available federal funds, to an account designated by the Sellers. The Base Purchase Price (as adjusted in the manner provided in this Agreement) shall be allocated among each Seller in the manner provided on SCHEDULE C attached hereto. The Instrument shall provide for issuance to the Sellers of a number of shares of Buyer Common Stock equal to (I) $3,919,000 divided by (II) the average of the bid and asked prices per share of Buyer's Common Stock as reported on the Nasdaq Stock Exchange for each of the fifteen trading days ending on the business day preceding the Closing Date (the "Market Value"). The Instrument shall provide for issuance of one-third (in number of shares) of the total number of shares of Buyer Common Stock issuable pursuant to the Instrument on the date which is 180 days following the Closing Date (the "First Issue Date"); one-third (in number of shares) of such shares on the date which is 365 days following the Closing Date (the "Second Issue Date"); and the balance on the date which is 545 days following the Closing Date (the "Third Issue Date"). The Instrument shall further provide that:
Base Purchase Price. Buyers shall provide the following to Sellers as the “Base Purchase Price,” subject to the adjustments provided in Section 3.2 et seq herein (the “Adjusted Base Purchase Price.”)
Base Purchase Price. Article III
Base Purchase Price. On the Closing Date, the Purchase shall pay to the Stockholders in cash, by wire transfer of immediately available funds to separate bank accounts designated by each Stockholder, the sum of Thirty Million ($30,000,000) Dollars (the “Base Purchase Price”). The Base Purchase Price shall be payable to the Stockholders, as follows:
(i) Fifteen Million ($15,000,000) Dollars shall be paid to Xxxxxxxx, and
(ii) Fifteen Million ($15,000,000) Dollars shall be paid to Xxxxxxx.
