Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows:
Calculation and Payment of Purchase Price. 3.1 Subject to the provisions of Section 3.2 below, the purchase price for the Purchased Shares (the "Purchase Price") shall be Two Million And Seven --------------- Hundred And Seventy-Three Thousand Eight Hundred And Eighty-Eight Dollars ($2,773,884).
Calculation and Payment of Purchase Price. 7 3.1 Calculation of Final Purchase Price...................................... 7 3.2 Determination of Estimated Purchase Price................................ 9 3.3
Calculation and Payment of Purchase Price. (a) On or prior to July 21, 2008, the Company shall cause to be prepared and delivered to Parent a reasonably detailed statement (the “Estimated Purchase Price Statement”) containing (i) a good-faith estimate of the Equity Value and the calculation thereof, including the amount of Borrowed-Money Debt and the Company Transactional Expenses (updated since the calculations used in Section 3.1(f) of the Company Disclosure Schedule), and (ii) the Company’s calculation of the Per Share Merger Consideration (based on the Company’s good-faith estimate of the Equity Value and the Fully Diluted Shares). Such calculations shall be based, in relevant part, on the letters referred to in Section 3.1(e). The Estimated Purchase Price Statement shall be based upon the books and records of the Company and its subsidiaries and other information then available and shall be accompanied by written acknowledgments executed by the executive employees listed in Section 3.2(a) of the Company Disclosure Schedule (the “Designated Executives”) of the amounts that the Company or the Surviving Corporation will be obligated to pay each of them in connection with such termination, as such amounts are set forth in Section 3.2(a) of the Company Disclosure Schedule (the “Specified Termination Payments”). Between the date of delivery of the Estimated Purchase Price Statement and the Closing Date, the Company shall (x) have a continuing obligation to update the Estimated Purchase Price Statement and the Final Purchase Price Statement as the Company shall determine to be necessary in light of changes in the relevant facts applicable thereto, (y) respond to reasonable inquiries by Parent as to the calculations in such statements and (z) in good faith and as promptly as practicable, incorporate any corrections thereto reasonably agreed to by Parent.
Calculation and Payment of Purchase Price. (a) At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer its good faith calculation of the Net Working Capital and Prorations as of the Closing Date (the “Estimated Net Working Capital”). The Estimated Net Working Capital and any required adjustments thereto will be paid in accordance with Section 2.4 below.
Calculation and Payment of Purchase Price. In consideration for the transfer by Seller and the Selling Affiliate to Purchaser of the Purchased Assets and the Shares, Purchaser shall assume the Assumed Liabilities and pay to Seller and/or the Selling Affiliate (as directed by Seller):
Calculation and Payment of Purchase Price. (a) At least three (3) business days prior to the Closing Date, Buyer and Seller shall jointly prepare the Pro-Forma Asset Statement. To the extent that the Net Asset Value as shown on the Pro-Forma Asset Statement is: (i) greater than $420,000 the Cash Amount shall be increased dollar-for-dollar accordingly or (ii) less than $380,000 the Cash Amount shall be reduced dollar-for-dollar accordingly.
Calculation and Payment of Purchase Price. (a) At least three (3) business days prior to the Closing Date, Buyer and Seller shall jointly prepare the Pro-Forma Balance Sheet. To the extent that the Net Book Value of the Purchased Assets less the Net Book Value of the Assumed Liabilities as shown on the Pro-Forma Balance Sheet is greater than or less than $4,873,634, the Purchase Price shall be adjusted dollar-for-dollar (up or down) accordingly.
Calculation and Payment of Purchase Price. (a) The Balance Sheet Net Book Value of the Company shall be used in the calculation of the purchase price payable by Buyer for the Company Shares and shall be an amount (the “Purchase Price”) equal to the Cash Consideration, subject to adjustment as provided in Section 2.3. The Balance Sheet Net Book Value shall be provided by the Seller to the Buyer on April 30, 2007 and preliminarily agreed to by the parties on that date. Thirty (30) days after Closing, Seller shall provide Buyer with a final Balance Sheet Net Book Value with any adjustments to the preliminary Balance Sheet Net Book Value being either added to or subtracted from the Promissory Note.
Calculation and Payment of Purchase Price. (a) The purchase price (the "Purchase Price") payable to the Seller for the Scheduled Accounts and Related Assets to be purchased on the Closing Date shall be equal to Four Hundred Fifty-Eight Thousand Three Hundred Twenty-Eight and 54/100 Dollars ($458,328.54).
