Components of Purchase Price. The Purchase Price is the sum of:
Components of Purchase Price. In consideration of the sale, ---------------------------- transfer, and assignment by Seller of the Zerand Division, Buyer shall (i) pay the Closing Price as set forth in Sections 2.02 and 2.03, (ii) make the ---------------------- Performance Earn Out as set forth in Section 2.04, and (iii) assume the Assumed ------------ Liabilities in accordance with Section 1.04. ------------
Components of Purchase Price. In full consideration for the purchase by Buyer of the Purchased Securities from Seller, the aggregate purchase price (the “Purchase Price”) shall be the sum of:
(i) the Initial Payment; and
(ii) the Closing Date Payment.
Components of Purchase Price. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants of Shareholder contained herein and of the Optionholders contained in the Option Cancellation Agreements, and in full consideration of such sale of the Shares to Buyer and the cancellation of the Options, Buyer agrees to pay to Shareholder and the Optionholders, in the aggregate, a purchase price (the "Purchase Price") consisting of (i) Six Million and No/100 Dollars ($6,000,000.00) payable in cash at the Closing, subject to adjustment as provided in Sections 1.2(b) and 1.2(d) of this Agreement; (ii) shares of the common stock of Buyer having a Closing Trading Value (as defined below) of One Million and No/100 Dollars, subject to adjustment as provided in Sections 1.2(b) and 1.2(d) of this Agreement; and (iii) up to Two Million, Five Hundred Thousand and No/100 Dollars ($2,500,000.00), payable in cash and/or common stock of Buyer, as provided in Section 1.3. The payments described in (i) and (ii) above are referred to collectively herein as the "Closing Payment", and the payment described in (iii) above is referred to herein as the "Contingent Consideration". The Purchase Price payable to the Optionholders shall be paid in satisfaction of the Corporation's obligations under the Option Cancellation Agreements. The parties agree that the Purchase Price set forth in Section 1.2 below that is being paid to the Shareholder for the Shares reflects a reduction for (i) amounts being paid to the Optionholders pursuant to the Option Cancellation Agreements and (ii) payables and other liabilities that are not the responsibility of Shareholder pursuant to this Agreement.
Components of Purchase Price. The purchase price for the Purchased Assets (the "Purchase Price") shall equal:
(i) One Million Nine Hundred Fifty One Thousand Five Hundred Ninety Three dollars and forty six cents ($1,951,593.46) payable at the Closing (the "Cash Purchase Price"); plus
(ii) Thirty Seven Thousand One Hundred Twenty One dollars and sixty nine cents ($37,121.69) payable upon satisfaction of the conditions set forth in Section 7.5 (the "Holdback Amount"); plus
(iii) if during any thirty (30) day period during the thirteen (13) months following the Closing Date the average closing price of the Common Stock as quoted on the Nasdaq National Market ("NASDAQ") or any other national exchange, as reported by Bloomberg Financial Markets (or such other source as the parties shall agree in writing), equals or exceeds $3.00 (the "Additional Payment Condition"), four hundred thousand dollars ($400,000) (the "First Additional Payment"); plus
(iv) if the Additional Payment Condition is satisfied, the lesser of (x) four hundred thousand dollars ($400,000) and (y) an amount equal to the product of (A)(I) the highest average closing price, as quoted on NASDAQ or any other national exchange, as reported by Bloomberg Financial Markets (or such other source as the parties shall agree in writing), of the Common Stock during any thirty (30) day period during the thirteen (13) months following the Closing Date divided by (II) $4.40 and (B) four hundred thousand dollars ($400,000) (the "Second Additional Payment"); plus
(v) the assumption of the Assumed Liabilities. In no event shall the cash portion of the Purchase Price exceed an aggregate of three million dollars ($3,000,000).
Components of Purchase Price. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Sellers set forth below, on the Closing Date (i) SAVVIS shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and accept from SAVVIS, the Membership Units, free and clear of all Liens, and (ii) the Foreign Asset Sellers and SAVVIS shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and accept from the Foreign Asset Sellers and SAVVIS, all right, title and interest of the Foreign Asset Sellers and SAVVIS in and to the assets listed on Annex 2 hereto (the “Purchased Assets”), in each case, free and clear of all Liens (other than Permitted Liens), for a total purchase price of One Hundred Thirty-Five Million Dollars ($135 million) in cash (as such amount may be adjusted pursuant to Section 3 hereof, the “Purchase Price”) and the assumption of the liabilities listed on Annex 3 hereto (the “Foreign Assumed Liabilities”).
Components of Purchase Price. (a) The aggregate consideration for the EHP Business as a whole that the Purchaser will pay to Parent (for subsequent distribution to the Stock Sellers and the Business Sellers under the sole responsibility of Parent) for the sale, transfer and delivery of the Transferred Stock and the Transferred Assets and the assumption of the Assumed Liabilities shall be comprised of:
(i) US$9.5 million (the “Initial Purchase Price”) as consideration for the Transferred Stock, the Transferred Assets and the Assumed Liabilities. The Initial Purchase Price will be paid under the following conditions:
(a) US$4.5 million payable in cash on the Closing Date as purchase price for the Transferred Stock, allocated among each Transferred Subsidiary as follows :
Components of Purchase Price. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Seller set forth below, on the Closing Date the Buyer shall purchase from the Seller and the Seller shall sell to the Buyer, the Membership Units, free and clear of all Liens, for a total purchase price (the “Purchase Price”) consisting of (a) $370 million in cash (as such amount may be adjusted pursuant to either Section 2.2 or Section 3 hereof, the “Cash Purchase Price”), (b) 115 million newly issued shares of Level 3 Common Stock (as such number of shares may be adjusted (i) pursuant to Section 2.2 hereof and (ii) as a result of any stock split, combination, subdivision or reclassification, merger, exchange of shares or other similar business combination transaction, or any dividends or distributions with respect to such shares of Level 3 Common Stock, in each case, after the date hereof and prior to the Closing (the “Shares”)) and (c) an additional cash payment of $100 million with respect to the cash balance to be retained by the Company as of the Measurement Date (the “Additional Cash Amount”).
Components of Purchase Price. The Purchase Price is the sum of:
(a) the Initial Consideration (being the Headline Initial Consideration as adjusted pursuant to the terms of the Estimated Initial Consideration Statement), as adjusted in accordance with this clause 4 and Schedule 6;
(b) the Revenue Growth Consideration (if any) payable in accordance with this clause 4 and Schedule 7.
Components of Purchase Price. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Seller set forth below, on the Closing Date the Buyer shall purchase from the Seller and the Seller shall sell to the Buyer, the Membership Units, free and clear of all Liens, for a total purchase price (the
