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.
(b) The Company shall provide Parent with reasonable access to all books, records, manuals and other materials and information of the Company and its subsidiaries, including, without limitation, customer records, personnel and payroll records, accounting records, purchase and sale records, price lists, correspondence, quality-control records and all research and development files, wherever located (collectively, the “Records”), and the employees and accountants of the Company and its subsidiaries to enable Parent to review any working papers, trial balances and similar materials relating to the Estimated Purchase Price Statement prepared by or on beha...
Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) will be made as follows:
(a) Seller will pay to Buyer an amount of cash (the "Purchase Price"), in addition to the transfer of Cash on Hand, equal to:
(i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus
(ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus
(iii) the aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C (as such schedule is agreed upon by the parties at Closing) under the column entitled "Schedule C Loans – Liberty Bank and Xxxxxxx Story State Bank", less any unearned credit insurance commissions related thereto, as of the close of business on the Closing Date; minus
(iv) the aggregate outstanding principal and earned but unpaid interest on the Loans set forth on Schedule C - 1 – Schedule 1 – discounted loans – Liberty Bank – Xxxxxxx Story State Bank", (as such schedule is agreed upon by the parties at Closing), less (A) any unearned credit insurance commissions and (B) the amount of the loan loss reserve associated with each of such Loans, as of the close of business on the Closing Date; minus
(v) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Garner Branch; minus
(vi) the book value as of the Closing Date of the Real Property and the Personal Property associated with the Klemme Branch; minus
(vii) the amount of Cash on Hand; minus
(viii) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus
(ix) the "Premium," which is an amount equal to the lesser of (A) $5,400,000; or (B) 5.87% of total Deposit Liabilities assumed; plus
(x) $5,000, representing a credit to Buyer for the telephones and related switch equipment listed under number 003281 on the fixed asset list attached as Schedule B, which have been excluded as Personal Property hereunder.
(b) On the Closing Date, Seller will transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount will be based upon the values of the following as of the close of business on the third business day prior to the Closing Date: Deposit Liabilities, the proration amounts, the book value of the Real Property and Personal Property, aggregate outstanding principal and ear...
Calculation and Payment of Purchase Price. The calculation ------------ ------------------------------------------ and payment of the Purchase Price (defined herein) shall be made as follows:
(a) The aggregate purchase consideration price shall consist of the sum of two components, the Asset Purchase Price and the Premium (sometimes collectively referred to herein as the "Purchase Price"). The Asset Purchase Price shall equal the sum of:
(i) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); plus,
(ii) the amount of Cash on Hand; plus
(iii) the net amount of any prorated items required by Section 2.05 hereof owed by Buyer to Seller; minus
(iv) the aggregate amount of principal and accrued interest of the Deposit Liabilities; minus
(v) the net amount of any prorated items required by Section 2.05 hereof owed by Seller to Buyer.
(b) The Premium shall equal an amount equal to seven percent (7%) of the In-Market Deposits at closing. In-Market Deposits shall include all deposits shown on the books of the Seller as attributable to the Branch Office consistent with its historical method of branch allocation, but excluding all public deposits and all deposits of customers showing an address not within Drew County, Arkansas or any county contiguous to Drew County, Arkansas. In-Market Deposits shall also include such other deposits as the Buyer and Seller shall mutually designate in writing.
(c) On the Closing Date, Seller and Buyer shall determine an amount estimated to be the amount of the Asset Purchase Price, which estimated amount shall be based upon the items described in (a) above as of the close of business on the second business day prior to the Closing Date (the "Estimated Asset Purchase Price"). In the event the Asset Purchase Price is greater than zero, then Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Estimated Asset Purchase Price. In the event the Estimated Asset Purchase Price is less than zero, then Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount equal to the absolute value of the Estimated Asset Purchase Price.
(d) On the next business day following the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the Premium.
(e) If necessary, on the fifteenth (15th) business day after the Closing Date...
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).
3.2 The Purchase Price shall be paid by the Purchaser to the Vendor as follows:
(a) at the time of execution of the Letter of Intent, the Purchaser paid to the Vendor $10,000 (the "Deposit") by cheque; and -------
(b) at the Time of Closing, the Purchaser shall pay the Vendor $1,763,884 (the "Initial Payment"), subject to the provisions of Section --------------- 3.3 and Article 4 below;
(c) on the 90th day following the Closing Date, the Purchaser shall pay to the Vendor $100,000 (the "First Non-Adjustable Payment") provided ----------------------------- that if there has been a Net Asset Reduction Amount then all or part of the First Non-Adjustable Payment shall be accelerated and paid by the Purchaser to the Vendor on the Release Date up to a maximum of the Net Asset Reduction Amount;
(d) on the 180th day following the Closing Date, the Purchaser shall pay to the Vendor $100,000 (the "Second Non-Adjustable Payment") provided ----------------------------- that if there has been a Net Asset Reduction Amount exceeding $100,000 then all or part of the Second Non-Adjustable Payment shall be accelerated and paid by the Purchaser to the Vendor on the Release Date up to a maximum of the amount by which the Net Asset Reduction Amount exceeds $100,000; and
(i) $150,000 payable to the Vendor on the 90th day following the Closing Date;
(ii) $150,000 payable to the Vendor on the 180th day following the Closing Date;
(iii) $200,000 payable to the Vendor on the 270th day following the Closing Date; and
(iv) $300,000 payable to the Vendor on the 360th day following the Closing Date; All payments to the Vendor shall be made by certified cheque or bank draft.
3.3 The amount of the Initial Payment comprising the Purchase Price to be paid to the Vendor, as provided in Subsection 3.2(b) above, shall be adjusted in the circumstances and in the manner as setout in Section 4.1 below. Page 27 of 75 - Share Purchase Agreement Initial -----------
3.4 The amount of the Four Payments comprising the Purchase Price to be paid to the Vendor, as provided in Subsection 3.2(e) above, shall be adjusted in the following circumstances and in the following manner:
(a) If an event occurs within the first 3 month period following the Closing Da...
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. 3.1 Subject to the terms and conditions of this Agreement, the purchase price for the Purchased Shares (the "Purchase Price") is set out in Sections 3.2 and 3.3 below.
Calculation and Payment of Purchase Price. In consideration for the transfer by Seller and the Selling Affiliate to Purchaser or U.S. Purchaser, as the case may be, 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):
(i) US$175,000,000 in cash at Closing (the “Closing Cash Consideration”, and, as adjusted pursuant to Sections 3.02, 7.03(c), 9.08 and 10.14, the “Adjusted Closing Cash Consideration”);
(ii) an aggregate of US$135,900,000 in principal and interest payments pursuant to the U.S. Promissory Notes;
(iii) an aggregate of US$90,600,000 in principal and interest payments pursuant to the Japan Promissory Notes;
(iv) the amounts set forth in the Contingent Payment Agreement, upon the terms set forth therein; and
(v) the amounts payable pursuant the Excess Tantalum Inventory Note, upon the terms set forth therein. The Adjusted Closing Cash Consideration shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Purchaser at least three (3) Business Days prior to the Closing. The Initial Purchase Price shall be subject to adjustment as set out in the Final Closing Statement determined in accordance with Section 3.03 (as so adjusted, the “Final Purchase Price”).
Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price shall be made as follows:
Calculation and Payment of Purchase Price. The Purchase Price shall be calculated and paid as follows.
Calculation and Payment of Purchase Price. The aggregate ---------------------------------------------- purchase price for the Purchased Assets (collectively, the "Purchase Price") shall be an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) payable as follows:
(i) The Two Hundred Thousand Dollar ($200,000)deposit paid to Seller by Buyer pursuant to an earlier, unconsummated transaction ("ULR Transaction") shall be credited toward the purchase price for the Business at Closing;
(ii) Forty Thousand Dollars ($40,000) has been deposited by Buyer to Garden State Nutritionals on behalf of Seller's Account;
(iii) Ten Thousand Dollars ($10,000) at the Closing of the transaction shall be deposited by Buyer to Garden State Nutritionals on behalf of Seller's Account.
