Closing Date Purchase Price. Closing of the sale, at which time the net proceeds will be forwarded to the seller, will not take place prior to 45 days after the offer to sell is posted to the QMS. The purchase price for each sale will be the bid price stated in the offer to purchase that is matched with the offer to sell.
Closing Date Purchase Price. Subject to Section 2.3, in consideration for the sale of the Transferred Shares, the aggregate purchase price payable by Purchaser to Sellers shall consist of (i) cash in an amount (the "Cash Consideration") equal to (A) eight billion five hundred million dollars ($8,500,000,000) plus the excess, if any, of three billion dollars ($3,000,000,000) over the Nominal Stock Consideration Amount, plus (B) the excess, if any, of the Estimated Total Equity over the Reference Equity, minus (C) the excess, if any, of the Reference Equity over the Estimated Total Equity, plus (D) the Excess Reference Equity, if any, minus (E) the Shortfall Reference Equity, if any, minus (F) the Estimated Net RBC Deficit calculated pursuant to Section 6.18(a), and (ii) such number of validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share of Purchaser (together with the associated Rights (as defined in the Purchaser Rights Agreement), the "Purchaser Common Stock") determined by dividing the Nominal Stock Consideration Amount by the Applicable Stock Price; provided, however, that in lieu of part of the foregoing shares of Purchaser Common Stock, Parent shall have the right to require Purchaser to deliver shares of a new series of non-voting, convertible participating preferred stock, par value $.01 per share, of Purchaser (the "Purchaser Convertible Preferred Stock") having substantially the terms set forth in Exhibit H attached hereto and initially being convertible into the number of shares of Purchaser Common Stock in respect of which the Purchaser Convertible Preferred Stock is to be issued (the "Stock Consideration," and together with the Cash Consideration, the "Closing Date Purchase Price"); provided, however, that in no event shall the Stock Consideration exceed 9.4% of Purchaser's issued and outstanding capital stock; provided, further, that Parent shall only be entitled to request that shares of Purchaser Convertible Preferred Stock be issued in lieu of Purchaser Common Stock to the extent that the Stock Consideration, when taken together with the Existing Shares, exceeds 4.9% of Purchaser's issued and outstanding capital stock.
Closing Date Purchase Price. (a) Four (4) Business Days prior to the Closing, Seller shall deliver to Purchaser the Estimated Working Capital Statement for the Company and the Convenience Store (the “Estimated Working Capital Statement”). The Estimated Working Capital Statement shall be prepared by Seller using the same types of management judgments, estimates, forecasts, policies, opinions and allocations (including reserve calculations) that have historically been used in the preparation of the Company’s and Convenience Store’s financial statements. The amount of Working Capital of the Company and the Convenience Store set forth in its Estimated Working Capital Statement shall hereinafter be referred to as the “Estimated Working Capital.” Purchaser (and its independent accountants) shall be afforded the opportunity to review the Estimated Working Capital Statement.
Closing Date Purchase Price. Section 2.5 Post-Closing Adjustment Procedures to the Closing Date Purchase Price Section 2.6 Post-Closing Adjustment to the Closing Date Purchase Price
Closing Date Purchase Price. Two days prior to the Closing Date, Seller shall deliver to Purchaser the Estimated Working Capital Statement for the MGM Acquired Entities (the “Estimated Working Capital Statement”). The Estimated Working Capital Statement shall be prepared by Seller using the same types of management judgments, estimates, forecasts, policies, opinions and allocations, including reserve calculations, that were used for the Target Working Capital calculation in Schedule IA. The amount of Working Capital of the MGM Acquired Entities set forth on the Estimated Working Capital Statement shall hereinafter be referred to as the “Adjusted Working Capital.” Purchaser (and its independent accountants) shall be afforded the opportunity to review and participate in the preparation of the Estimated Working Capital Statement. The “Closing Date Purchase Price” shall be equal to $215,000,000 (the “Base Price”), adjusted as follows: (i) if the Adjusted Working Capital is greater than the Target Working Capital, then the Closing Date Purchase Price shall be increased by the amount of such excess; or (ii) if the Adjusted Working Capital is less than the Target Working Capital, then the Closing Date Purchase Price shall be decreased by the amount of such deficiency. The Seller and Purchaser agree that $197,000,000 of the Base Price shall be allocated to GNLV and $18,000,000 of the Base Price shall be allocated to GNL and that any adjustments to the Base Price resulting from the calculation of the Closing Date Purchase Price and the Final Purchase Price shall be allocated to GNLV and GNL in the same proportion.
Closing Date Purchase Price. The closing of the purchase and sale of the Subject Property (“Closing”) shall occur on July 10, 2007 (the “Closing Date”) unless this Agreement is earlier terminated as provided herein, subject to extension as provided in Section 7(a) below, and subject to Purchaser’s right (which is hereby granted to Purchaser) to accelerate the Closing Date upon five (5) business days prior written notice. Purchaser shall pay to Seller, as consideration for the purchase of the Subject Property, the sum (“Purchase Price”) of EIGHT MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($8,500,000.00) as the same may be adjusted as provided below. The Purchase Price shall be payable as follows:
Closing Date Purchase Price. The aggregate purchase price for the Purchased Assets shall be One Million, Five Hundred Thousand Dollars ($1,500,000.00), with the assumption of the Assumed Liabilities (the “Closing Date Purchase Price”). The Closing Date Purchase Price shall be paid by Buyer in payment of amounts owed to certain secured, priority and administrative creditors of Seller which are listed on Exhibit A to this Agreement, such payments to be in amounts, on terms and at times agreed to between Buyer and such creditors. Such secured, priority and administrative creditors of Seller are not third party beneficiaries under this Agreement.
Closing Date Purchase Price. Closing of the sale, at which time the net proceeds will be forwarded to the seller, shall not take place prior to 45 days after the offer to sell is posted to the TS. The purchase price for each sale shall be the bid price stated in the offer to purchase that is matched with the offer to sell.
Closing Date Purchase Price. Any selling Stockholder and ARAMARK, as purchaser, of shares of Common Stock pursuant to Section 4, 5, 6 or 7 shall mutually determine a closing date (the "Closing Date") which, unless this Agreement otherwise explicitly provides, shall be not more than 60 business days after ARAMARK gives notice that it will purchase such shares; provided, however, that absent agreement, the Closing Date shall be the business day determined by ARAMARK. In respect of shares of Common Stock distributed by any employee benefit plan upon termination of employment, the Closing Date shall be such date selected by ARAMARK consistent with the orderly administration of such plan. Notwithstanding anything in this Agreement to the contrary, the Closing Date may be delayed in any case in which ARAMARK cannot, in compliance with the Loan Agreements or applicable law, purchase any shares of Common Stock that it is otherwise obligated to purchase until the earliest practicable date when such closing may be effected in compliance with such Loan Agreements or applicable law. The closing shall be held at 11:00 a.m., local time, at the offices of ARAMARK or at such other time or place as the parties may agree. The determination date of the Appraisal Price shall be appropriately changed if the Closing Date is delayed in accordance with the foregoing paragraph.
Closing Date Purchase Price. In consideration for the purchase by the Buyer (or its designee) of the Membership Interests, the Buyer shall pay to the Sellers on the Closing Date an aggregate purchase price equal to $15,500,000 (the “Purchase Price”), payable as follows:
(a) to each Seller, cash by bank check or by wire transfer of immediately available funds in the amount specified on Schedule 1 opposite such Seller’s name under the heading “Cash Consideration” to such account at a commercial bank located within the continental United States as such Seller shall designate in writing not later than two (2) business days prior to the Closing Date;
(b) to each Seller, a promissory note (“Promissory Note”) issued by the Buyer, and guaranteed by The First American Corporation, in the principal amount set forth on Schedule 1 opposite such Seller’s name under the heading “Note Consideration”, payable in twelve (12) quarterly installments of principal and interest, bearing interest at a rate of four percent (4%) per annum and otherwise in the form attached hereto as Exhibit A; and
(c) to each Seller, a Convertible Note issued by the Buyer, and guaranteed by The First American Corporation, in the principal amount set forth on Schedule 1 opposite such Seller’s name under the heading “Convertible Note Consideration”, in the form attached hereto as Exhibit B.
