Common use of Closing Consideration Clause in Contracts

Closing Consideration. The total consideration for the Purchased Assets shall consist of the following: 2.1.1 At the Closing, Buyer shall pay to Seller an amount equal to $29,500,000 less (i) the Deposit (as defined in Section 2.1.2) and (ii) the $250,000 delivered by Buyer to Stikeman Elliot LLP (“Stikeman”) pursuant to that certain Deposit Escrow Agreement, dated as of October 27, 2011, by and among Buyer, Seller and Stikeman (such amount, as so reduced, the “Initial Payment”). The Initial Payment shall be made by wire transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) Business Days (as defined below) prior to the Closing Date. (a) At the Closing, Buyer also shall deposit $3,000,000 (such amount, the “Deposit”) with Equity Financial Trust Company, as escrow agent (the “Escrow Agent”), which amount shall be held and disposed of pursuant to the terms of this Agreement and an escrow agreement by and among Buyer, Seller and the Escrow Agent (the “Escrow Agreement”). $1,000,000 of the Escrow Fund (the “Initial Release Amount”) will be released to Seller on the date that 80% of all indebtedness represented by the accounts and notes receivable of Seller as of the Closing Date that are included in the Purchased Assets (net of any allowance for doubtful accounts on the Interim Financial Statements) (the “Accounts Receivable”) has been collected; provided, however, that, in the event that the amount of the Accounts Receivable exceeds $2,210,675, the Initial Release Amount released to Seller shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of (i) the date that all indebtedness represented by the Accounts Receivable have been collected or (ii) the date that Seller and the Shareholders have made payment to Buyer of the cash amount described in Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Date, and the Escrow Agreement shall thereupon terminate. The calculation of any portion of the Escrow Fund to be released will be made after giving effect to any additional payments in satisfaction of Seller’s and the Shareholders’ representations, warranties, covenants and obligations under this Agreement, if any.

Closing Consideration. The total consideration for the --------------------- Purchased Assets shall consist of the followingfollowing payments: 2.1.1 At the Closing, Buyer shall pay to Seller an amount equal to $29,500,000 less (i) the Deposit (13,255,000.00, as defined in Section 2.1.2) and (ii) the $250,000 delivered by Buyer to Stikeman Elliot LLP (“Stikeman”) adjusted pursuant to that certain Deposit Escrow Agreement, dated as of October 27, 2011, by and among Buyer, Seller and Stikeman this Section 2.1.1 (such amount, as so reduced, the “"Initial Payment”"). The Initial Payment shall be made by wire --------------- transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) Business Days (as defined below) business days prior to the Closing Date. . At least seven (a7) At business days prior to the ClosingClosing Date, Seller shall also deliver to Buyer also shall deposit $3,000,000 (such amount, the “Deposit”) with Equity Financial Trust Company, as escrow agent a schedule (the “Escrow Agent”"Net Book -------- Value Statement"), which amount shall be held and disposed of pursuant to the terms of this Agreement and an escrow agreement prepared by and among BuyerSeller in good faith, Seller and the Escrow Agent (the “Escrow Agreement”). $1,000,000 of the Escrow Fund Net --------------- Book Value (the “Initial Release Amount”as such term is hereinafter defined) will be released to Seller on the date that 80% of all indebtedness represented by the accounts and notes receivable of Seller as of the Closing Date that are included close of business at September 30, 2001. If the Net Book Value as of the close of business on September 30, 2001 as set forth in the Purchased Assets (net of any allowance for doubtful accounts on Net Book Value Statement exceeds $7,154,710.00, the Interim Financial Statements) (Closing Payment shall be increased by the “Accounts Receivable”) has been collected; provided, however, that, amount by which the Net Book Value as set forth in the event that Net Book Value Statement exceeds $7,154,710.00. If the Net Book Value as of the close of business on September 30, 2001 as -------------- set forth in the Net Book Value Statement is less than $7,154,710.00, the Closing Payment shall be decreased by the amount of by which the Accounts Receivable exceeds Net Book Value as set forth in the Net Book Value Statement is less than $2,210,6757,154,710.00. As used herein, the Initial Release Amount released to Seller "Net Book Value" shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of mean (i) the date that all indebtedness represented by the Accounts Receivable have been collected or total assets of Seller as set forth in a balance sheet of Seller prepared in accordance with generally accepted accounting principles (including but not limited to cash, cash equivalents, accounts receivable, inventory, prepaid expenses, investments in affiliates, property and equipment (net of depreciation) and other tangible assets) minus (ii) booked goodwill ----- and other booked intangible assets minus (iii) the date that total ----- liabilities of Seller and the Shareholders have made payment as set forth in a balance sheet of Seller prepared in accordance with generally accepted accounting principles (including but not limited to Buyer of the cash amount described in Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Dateaccounts payable, other accrued liabilities, and the Escrow Agreement shall thereupon terminate. The calculation accrued taxes (other than federal and state income taxes)) minus (iv) booked but Excluded Assets plus (v) ----- ---- booked but Excluded Liabilities plus (vi) 34% of any portion of the Escrow Fund to be released will be made after giving effect to any additional payments in satisfaction of Seller’s and the Shareholders’ representations, warranties, covenants and obligations under this Agreement, if anyaccrued vacation ---- pay.

Closing Consideration. The total (a) In consideration for of the sale, assignment, transfer and delivery of the Purchased Assets shall consist of Shares by the following: 2.1.1 At Seller to Buyer, at the Closing, Parent shall on behalf of Buyer shall pay deliver Seven Million Dollars (US$7,000,000), as adjusted in accordance with Section 2.3 below (the “Purchase Price”) payable Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) in shares of Parent Common Stock (the “Stock Consideration”) at an agreed upon value based upon the VWAP (the “Agreed Parent Share Price”), a senior secured promissory note of Holdings (the “Secured Note”) in the amount of One Million Dollars ($1,000,000), secured by the assets of Holdings (subject to adjustment as provided in section 2.3(c) for the amount of working capital balance, if any, on the Closing Date) (the “Final Working Capital”) and Two Hundred Fifty Thousand Dollars ($250,000) cash (the “Cash Purchase Amount”, and together with the Stock Consideration and Secured Note, the “Purchase Price”) to the Seller an amount equal to $29,500,000 less as follows: (i) delivery to the Deposit Seller of an aggregate of (as defined in Section 2.1.2A) the Stock Consideration less the Escrow Shares minus (B) the number of shares equal to the Estimated Working Capital Deficiency Amount divided by the Agreed Parent Share Price (the “Closing Shares”); (C) the Secured Note plus (D) the value equal to the Estimated Working Capital Excess Amount and (E) the Cash Purchase Amount; and (ii) the $250,000 delivered by Buyer to Stikeman Elliot LLP (“Stikeman”) pursuant to that certain Deposit Escrow Agreement, dated as of October 27, 2011, by and among Buyer, Seller and Stikeman (such amount, as so reduced, the “Initial Payment”). The Initial Payment shall be made by wire transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) Business Days (as defined below) prior delivery to the Closing Date. Escrow Agent of Fifteen (a15%) At percent of the Closing, Buyer also shall deposit $3,000,000 (such amount, the “Deposit”) with Equity Financial Trust Company, as escrow agent Stock Consideration (the “Escrow AgentShares”), which amount shall be held . (b) One Hundred (100%) Percent (the “Seller Percentage”) of the Closing Shares and disposed of pursuant to the Escrow Shares (upon release under the terms of this Agreement and an escrow agreement by and among Buyer, Seller and the Escrow Agent Agreement) shall be distributed to Seller. (c) In the “Escrow Agreement”). $1,000,000 event of a Qualified Financing, twenty-five (25%) percent of the Escrow Fund net proceeds thereof shall be applied to repayment of principal and interest due under the Secured Note unless Seller shall have previously sold at least one-million (the “Initial Release Amount”$1,000,000) will be released of Stock Consideration on or prior to Seller on the date that 80% of all indebtedness represented by the accounts and notes receivable of Seller as closing of the Closing Date that are included in the Purchased Assets (net of any allowance for doubtful accounts on the Interim Financial Statements) (the “Accounts Receivable”) has been collected; provided, however, that, in the event that the amount of the Accounts Receivable exceeds $2,210,675, the Initial Release Amount released to Seller shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of (i) the date that all indebtedness represented by the Accounts Receivable have been collected or (ii) the date that Seller and the Shareholders have made payment to Buyer of the cash amount described in Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Date, and the Escrow Agreement shall thereupon terminate. The calculation of any portion of the Escrow Fund to be released will be made after giving effect to any additional payments in satisfaction of Seller’s and the Shareholders’ representations, warranties, covenants and obligations under this Agreement, if anyQualified Financing.

Closing Consideration. The total consideration for the Purchased Assets shall consist of the following: 2.1.1 At the Closing, upon the terms and subject to the conditions set forth herein and subject to Section 2.6 below, Buyer shall pay to Seller an amount equal to $29,500,000 less shall: (i) pay to the Deposit Paying Agent, for distribution to the Sellers as set forth in the Spreadsheet and the Paying Agent Agreement, the aggregate amount of Three Million Five Hundred Thousand Dollars ($3,500,000) out of which, the Transaction Expenses shall be deducted (the “Upfront Payment"); (ii) deposit with the Paying Agent certificates (whether physical or digital) or other formal approval from The Bank of New York Mellon (“BNYM”), which is the registered holder of the shares represented by the ADSs (as defined in Section 2.1.2below) and (ii) issued under the $250,000 delivered by Buyer to Stikeman Elliot LLP (“Stikeman”) pursuant to that certain Deposit Escrow Agreement, dated as of October 27November 20, 20112015, by and among the Buyer, Seller and Stikeman (such amountBNYM, as so reduceddepositary (the “Depositary”) and the owners and holders of ADSs issued thereunder (the “Deposit Agreement”) governing Buyer’s ADR program, evidencing the Upfront Shares registered in the name of the certain Sellers, as set forth in the Spreadsheet and the Paying Agent Agreement, reflecting such number of Buyer’s American Depositary Shares (“ADS”, each ADS representing ten (10) ordinary shares of the Buyer of no par value) representing aggregate value of Three Million Five Hundred Thousand Dollars ($3,500,000), at a price per Buyer ADSs equal to $1.58 (calculated based on the NASDAQ volume-weighted average price of Buyer ADSs for the 60-day period preceding the date of this Agreement) (the “Upfront Shares”); and (iii) wire the amount of the Transaction Expenses to the Paying Agent, for payment of the Transaction Expenses in accordance with the Spreadsheet to the applicable third parties listed on Schedule 4.8(ii). In the event that during one year following the Closing, the “Initial Payment”). The Initial Payment shall be made by wire transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) Business Days enters into a Dilutive Event, as defined in the Registration Rights Agreement (as defined below) prior to the Closing Date. (a) At the Closing), Buyer also shall deposit $3,000,000 (and at such amounttime a Seller who received Upfront Shares holds any such shares, the “Deposit”) with Equity Financial Trust Companya price protection mechanism, as escrow agent (indicated in the “Escrow Agent”)Registration Rights Agreement will be effected with respect to such Upfront Shares, which amount shall be held and disposed of pursuant to under the terms of this Agreement and an escrow agreement by and among Buyer, Seller and the Escrow Agent (the “Escrow Agreement”). $1,000,000 of the Escrow Fund (the “Initial Release Amount”) will be released to Seller on the date that 80% of all indebtedness represented by the accounts and notes receivable of Seller as of the Closing Date that are included in the Purchased Assets (net of any allowance for doubtful accounts on the Interim Financial Statements) (the “Accounts Receivable”) has been collected; provided, however, that, in the event that the amount of the Accounts Receivable exceeds $2,210,675, the Initial Release Amount released to Seller shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of (i) the date that all indebtedness represented by the Accounts Receivable have been collected or (ii) the date that Seller and the Shareholders have made payment to Buyer of the cash amount described in Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Date, and the Escrow Agreement shall thereupon terminate. The calculation of any portion of the Escrow Fund to be released will be made after giving effect to any additional payments in satisfaction of Seller’s and the Shareholders’ representations, warranties, covenants and obligations under this Agreement, if anyconditions set forth therein.

Closing Consideration. The total consideration for the Purchased Assets --------------------- Acquired Shares (the "Purchase Price") and for certain covenants of -------------- the Sellers set forth below shall consist of the followingbe Eighteen Million Dollars ($18,000,000.00), subject to adjustment as set forth in this Section 1.2.1 and Section 1.2.2 below. The Purchase Price shall be paid by Seller as follows: 2.1.1 (a) At the Closing, Buyer shall pay to Seller an amount equal to Sellers the sum of $29,500,000 less 14,900,000.00 (i) the Deposit (after adjustment as defined in Section 2.1.2) and (ii) the $250,000 delivered by Buyer to Stikeman Elliot LLP (“Stikeman”) pursuant to that certain Deposit Escrow Agreement, dated as of October 27, 2011, by and among Buyer, Seller and Stikeman (such amount, as so reducedprovided below, the “Initial "Closing Payment”"). The Initial Payment shall be made , by wire transfer to an account or accounts --------------- designated by Seller Sellers by written notice to Buyer given at least two (2) Business Days (as defined below) business days prior to the Closing Date. (ab) At the Closing, Buyer also shall deposit One Million Dollars ($3,000,000 1,000,000.00) (such amount, the “"Deposit”") with Equity Financial Trust Company------- The Chase Manhattan Bank, as escrow agent (the “"Escrow Agent”"), which amount shall ------------ consisting of a Five Hundred Thousand Dollar ($500,000.00) fund (the "Adjustment Escrow") and a second Five Hundred Thousand ----------------- Dollar ($500,000.00) fund (the "Indemnity Escrow"), to be held ---------------- and disposed of pursuant to the terms of this Agreement and an escrow agreement Escrow Agreement in substantially the form attached hereto as Exhibit A (the "Escrow Agreement"). The Escrow Agreement shall be --------- ---------------- executed and delivered by Buyer and among Buyer, Seller and Sellers to the Escrow Agent (at the “Escrow Agreement”)Closing. $1,000,000 Notwithstanding anything contained herein to the contrary, as between Sellers and Buyer, the fees, costs and expenses of the Escrow Fund (the “Initial Release Amount”) will be released to Seller on the date that 80% of all indebtedness represented by the accounts and notes receivable of Seller as of the Closing Date that are included in the Purchased Assets (net of any allowance for doubtful accounts on the Interim Financial Statements) (the “Accounts Receivable”) has been collected; provided, however, that, in the event that the amount of the Accounts Receivable exceeds $2,210,675, the Initial Release Amount released to Seller shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of (i) the date that all indebtedness represented by the Accounts Receivable have been collected or (ii) the date that Seller and the Shareholders have made payment to Buyer of the cash amount described in Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Date, and Agent under the Escrow Agreement shall thereupon terminate. The calculation be borne by Sellers and by Buyer as set forth in the Escrow Agreement. (c) At the Closing, AZZ shall issue and deliver, or cause Buyer to deliver, to Sellers a number of any portion duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $1.00 per share, of AZZ (rounded upward to the nearest whole number of shares) (the "AZZ Shares") equal to the ---------- quotient obtained by dividing $1,800,000.00 by the average closing price of the Escrow Fund to be released will be made Common Stock as reported for New York Stock Exchange Composite Transactions for the thirty trading days ending on the date on which Buyer makes a public announcement concerning the transaction contemplated by this Agreement (the "Average Price"). Notwithstanding the foregoing, Sellers shall ------------- receive $1,800,000.00 in cash in lieu of the common stock of AZZ if the Average Price is less than $18.50 per share or is more than $28.00 per share (after giving effect to appropriately adjusting for any additional payments in satisfaction of Seller’s stock splits, reverse stock splits, stock dividends and the Shareholders’ representations, warranties, covenants and obligations under this Agreementsimilar transactions, if any, occurring between the date of this Agreement and the Closing Date).

Closing Consideration. The total consideration for the Purchased Assets shall consist of the following: 2.1.1 At the Closing, Buyer subject to and upon the terms and conditions of this Agreement, the Purchaser shall pay issue and deliver to Seller the Sellers an amount aggregate number of Purchaser Class A Ordinary Shares equal to $29,500,000 less (A) the quotient obtained by dividing (a) the sum of (the “Company Valuation”) (i) Seven Billion Three Hundred Fifty Four Million Six Hundred Fifteen Thousand Three Hundred Eighty Five U.S. Dollars (US$7,354,615,385), plus (or minus the Deposit (as defined in Section 2.1.2absolute value if such amount is negative) and (ii) the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital Amount; minus (or plus the absolute value if such amount is negative) (iii) the Estimated Closing Net Indebtedness, minus (iv) the amount of any unpaid Transaction Expenses; by (b) $250,000 delivered by Buyer to Stikeman Elliot LLP (“Stikeman”) pursuant to that certain Deposit Escrow Agreement, dated as of October 27, 2011, by and among Buyer, Seller and Stikeman 10.00 (such amount, as so reducedquotient, the “Initial PaymentClosing Exchange Shares”); less (B) the Escrow Shares deposited in the Escrow Account in accordance with Section 1.3. Each Seller shall receive his, her or its pro rata share of the Closing Exchange Shares (and any adjustments to the number of Closing Exchange Shares under Section 1.5, including in connection with any Escrow Shares released from the Escrow Account) based on the percentage of Purchased Shares owned by such Seller as compared to the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”). The Initial Payment shall be made by wire transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) Business Days (as defined below) prior Notwithstanding anything to the Closing Date. (a) At contrary contained herein, no fraction of a Purchaser Class A Ordinary Share will be issued by the Closing, Buyer also shall deposit $3,000,000 (such amount, the “Deposit”) with Equity Financial Trust Company, as escrow agent (the “Escrow Agent”), which amount shall be held and disposed of pursuant to the terms Purchaser by virtue of this Agreement or the transactions contemplated hereby, and an escrow agreement each Person who would otherwise be entitled to a fraction of a Purchaser Class A Ordinary Share (after aggregating all fractional Purchaser Class A Ordinary Shares that would otherwise be received by and among Buyer, Seller and such Person) shall instead have the Escrow Agent (the “Escrow Agreement”). $1,000,000 number of the Escrow Fund (the “Initial Release Amount”) will be released Purchaser Class A Ordinary Shares issued to Seller on the date that 80% of all indebtedness represented by the accounts and notes receivable of Seller as of the Closing Date that are included such Person rounded down in the Purchased Assets (net of any allowance for doubtful accounts on aggregate to the Interim Financial Statements) (the “Accounts Receivable”) has been collected; provided, however, that, in the event that the amount of the Accounts Receivable exceeds $2,210,675, the Initial Release Amount released to Seller shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of (i) the date that all indebtedness represented by the Accounts Receivable have been collected or (ii) the date that Seller and the Shareholders have made payment to Buyer of the cash amount described in Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Date, and the Escrow Agreement shall thereupon terminate. The calculation of any portion of the Escrow Fund to be released will be made after giving effect to any additional payments in satisfaction of Seller’s and the Shareholders’ representations, warranties, covenants and obligations under this Agreement, if anynearest whole Purchaser Class A Ordinary Share.

Closing Consideration. The total aggregate consideration for the Purchased Assets Merger (the “Closing Consideration”) to be paid by Parent at the Closing shall consist be an amount in cash, calculated pursuant to Section 4.1(b), equal to (i) $145,000,000, plus (ii) the Company Cash, minus (iii) the Funded Debt, plus (iv) the amount, if any, by which Closing Net Working Capital exceeds the Net Working Capital Upper Boundary, minus (v) the amount, if any, by which Closing Net Working Capital is less than the Net Working Capital Lower Boundary, minus (vi) $2,000,000 (the “Purchase Price Adjustment Holdback”), minus (vii) the Holder Representative Expense Amount. The Closing Consideration shall be distributed to the holders of the following:Company’s securities (each such holder of securities, a “Holder”) in the manner specified below and on the Payment Schedule. 2.1.1 At (i) For each outstanding share of the ClosingCompany’s preferred stock, Buyer par value $0.0001 per share (the “Preferred Shares”), the Holder thereof (each, a “Preferred Holder”) shall pay be entitled to Seller receive an amount equal to the quotient of (a) $29,500,000 less 2,999,997 (the “Preferred Stock Liquidation Preference”) divided by (b) the aggregate number of Preferred Shares issued and outstanding as of immediately prior to the Effective Time (the “Preferred Stock Merger Consideration”). (ii) For each outstanding share of the Company’s common stock, par value $0.0001 per share (the “Common Shares” and, together with the Preferred Shares, the “Shares”), the Holder thereof (each, a “Common Holder”) shall be entitled to receive an amount (the “Per Share Amount”) equal to the quotient of (a) the Closing Consideration, plus the aggregate exercise price of all Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time, minus the Preferred Stock Liquidation Preference, divided by (b) the aggregate number of Common Shares (including Company Restricted Shares) issued and outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of common stock underlying the Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time. (iii) For the avoidance of doubt, in no event shall Parent or its Affiliates be obligated to make any payments to any Holders pursuant to this Agreement that, together with the Purchase Price Adjustment Holdback (to the extent it becomes payable), in the aggregate exceed (i) the Deposit (Closing Consideration as defined calculated in this Section 2.1.2) 4.1 and (ii) the $250,000 delivered by Buyer to Stikeman Elliot LLP Earn-Out Consideration (“Stikeman”) pursuant to that certain Deposit Escrow Agreement, dated as of October 27, 2011, by and among Buyer, Seller and Stikeman (such amount, as so reduced, the “Initial Payment”). The Initial Payment shall be made by wire transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) Business Days (as defined below) prior to the Closing Date. (a) At the Closing, Buyer also shall deposit $3,000,000 (such amount, the “Deposit”) with Equity Financial Trust Company, as escrow agent (the “Escrow Agent”), which amount shall be held and disposed of pursuant extent it becomes payable up to the Earn-Out Cap) on the terms and subject to the conditions set forth in Section 4.2, other than payments in respect of this Agreement and an escrow agreement by and among Buyer, Seller and the Escrow Agent (the “Escrow Agreement”). $1,000,000 indemnification of the Escrow Fund (the “Initial Release Amount”) will be released to Seller on the date that 80% of all indebtedness represented Holders by the accounts and notes receivable of Seller as of the Closing Date that are included in the Purchased Assets (net of any allowance for doubtful accounts on the Interim Financial Statements) (the “Accounts Receivable”) has been collected; provided, however, that, in the event that the amount of the Accounts Receivable exceeds $2,210,675, the Initial Release Amount released to Seller shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of (i) the date that all indebtedness represented by the Accounts Receivable have been collected or (ii) the date that Seller and the Shareholders have made payment to Buyer of the cash amount described in Parent under Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Date, and the Escrow Agreement shall thereupon terminate. The calculation of any portion of the Escrow Fund to be released will be made after giving effect to any additional payments in satisfaction of Seller’s and the Shareholders’ representations, warranties, covenants and obligations under this Agreement, if any9.2(b).

Closing Consideration. The total consideration for the Purchased Assets shall consist of the following: 2.1.1 2.2.1 At the ClosingClosing and subject to the terms and conditions set forth herein, Buyer shall pay to Seller an amount equal the Provisional Purchase Price by: (a) the issue to $29,500,000 Seller, credited as fully paid, of a number of shares (calculated in accordance with Section 2.2.2 and Schedule 2.6) in Buyer representing a maximum of 19.9% of Buyer’s issued share capital (the “Consideration Shares”) by way of set-off against Buyer’s debt to Seller for the Provisional Consideration Shares Amount; and (b) the wire transfer of immediately available funds equivalent to the Provisional Purchase Price less (i) the Deposit Provisional Consideration Shares Amount (as defined in Section 2.1.2the “Closing Cash Payment” including, for the avoidance of doubt the Escrow Amount) and (ii) the $250,000 delivered by Escrow Amount, to the account specified to Buyer to Stikeman Elliot LLP (“Stikeman”) pursuant to that certain Deposit Escrow Agreement, dated as of October 27, 2011, by and among Buyer, Seller and Stikeman (such amount, as so reduced, the “Initial Payment”). The Initial Payment shall be made by wire transfer to an account or accounts designated by Seller by written notice delivered to Buyer given at least two (2) three Business Days (as defined below) prior to the Closing Date. 2.2.2 The number of Consideration Shares shall be equal to a number of new shares in Buyer such that the percentage represented by the Consideration Shares compared to the aggregate number of shares in Buyer (aincluding the Consideration Shares) is equal to the percentage represented by the Provisional Consideration Shares Amount compared to the Closing Date Buyer Equity Value. If the Provisional Consideration Shares Amount exceeds EUR 85 million, the number of Consideration Shares and accordingly the percentage of the issued share capital of Buyer represented by the Provisional Consideration Shares Amount shall be reduced until the Provisional Consideration Shares Amount is EUR 85 million. 2.2.3 If the Provisional Consideration Shares Amount is equal to or less than EUR 85 million, the Closing Cash Payment shall be the Provisional Purchase Price less the Provisional Consideration Shares Amount. 2.2.4 At the Closing, Buyer also shall deposit $3,000,000 will place into an interest-bearing account (such amount, the “DepositEscrow Account”) with Equity Financial Trust Company, Crédit Lyonnais acting as escrow agent (the “Escrow Agent”), which ) an amount shall be held and disposed of pursuant equal to the terms higher of this Agreement (a) 10% of the Closing Cash Payment and an escrow agreement by and among Buyer(b) the net amount of the Provisional Purchase Price and/or Provisional UPC France Equity Value in dispute, Seller and provided that such amount in the Escrow Agent Account will in no event exceed 20% of the Closing Cash Payment (the “Escrow AgreementAmount”)) pending the determination of the Purchase Price in accordance with Section 2.7 as a reserve against any difference between the Provisional Purchase Price and the Purchase Price. $1,000,000 The release of amounts held in the Escrow Account will be made in accordance with the terms of the Escrow Fund (the “Initial Release Amount”) will be released to Seller on the date that 80% of all indebtedness represented by the accounts and notes receivable of Seller as of the Closing Date that are included in the Purchased Assets (net of any allowance for doubtful accounts on the Interim Financial Statements) (the “Accounts Receivable”) has been collected; provided, however, that, in the event that the amount of the Accounts Receivable exceeds $2,210,675, the Initial Release Amount released to Seller shall be reduced by an amount equal to 20% of such excess. $500,000 of the Escrow Fund will be released to Seller on the earlier of (i) the date that all indebtedness represented by the Accounts Receivable have been collected or (ii) the date that Seller and the Shareholders have made payment to Buyer of the cash amount described in Section 6.10. The remaining Escrow Fund will be released to Seller on the second anniversary of the Closing Date, and the Escrow Agreement shall thereupon terminate. The calculation of any portion of the Escrow Fund to be released will be made after giving effect to any additional payments in satisfaction of Seller’s and the Shareholders’ representations, warranties, covenants and obligations under this Agreement, if any.