Consideration to Seller. Buyer shall deliver, or cause to be delivered, to Seller the Purchase Consideration.
Consideration to Seller. At Closing, Netplex shall deliver and pay to Seller (i) the Cash Consideration of Three Million Dollars ($3,000,000) in certified funds or bank wire transfer to an account designated by Seller; (ii) a stock certificate representing the number of shares of Netplex Preferred Stock as calculated below; (iii) the Certificate of Designation of the Preferred Shares.
Consideration to Seller. Buyer shall pay to Seller, in cash, the amount of Forty Thousand Dollars and No Cents ($40,000.00).
Consideration to Seller. As consideration for the purchase of Assets and the assumption of Liabilities, Purchaser shall pay to Seller, as provided in Section 2.5 hereof:
(a) an amount equal to eight percent (8.0%) of the balance of Deposits assumed by the Purchaser, including accrued and unpaid interest thereon, as of the Effective Time (the "Premium Amount") Date;
(b) the Cash On Hand (the "Cash Amount");
(c) the value of the Personal Property on the books of the Seller as of the Closing Date ("Book Value of Personal Property"); and
(d) an amount equal to the Loan Amount.
(e) The sum of the Premium Amount, the Cash Amount, the Book Value of Personal Property and the Loan Amount shall hereinafter be referred to collectively as the "Purchaser Payment Amount."
Consideration to Seller. (i) On the Closing Date, Purchaser shall deliver to Seller by wire transfer, and to such account as may be specified by Seller, an amount equal to the sum of:
(a) seventy-five percent (75%) of the Premium Amount (the "Paid Premium Amount") as calculated as of the close of business on the Business Day immediately prior to the Closing Date, subject to adjustment as set forth in Section 2.6;
(b) the Cash Amount as calculated as of the close of business on the Business Day immediately prior to the Closing Date;
(c) the Book Value of Personal Property as calculated as of the close of business on the Business Day immediately prior to the Closing Date; and
(d) the Loan Amount as calculated as of the close of business on the date of the Loan Schedule.
(ii) On the Business Day immediately following the Closing Date, Purchaser shall deliver to Seller by wire transfer, and to such account as may be specified by Seller, the amount provided for in Section 2.5(b)(i) as calculated as of the close of business on the Closing Date, less the amount paid pursuant to Section 2.5(b)(i).
(iii) If the amount of the payments made to Purchaser pursuant to Section 2.5(a)(i) exceeds the amount payable to Purchaser pursuant to Section 2.5(a)(ii), then on the Business Day immediately following the Closing Date, Purchaser shall pay to Seller the difference between such amounts, by wire transfer, and to such account as may be specified by Seller.
Consideration to Seller. (a) As consideration for the purchase of the Assets, Purchaser shall pay to Seller in accordance with sections 2.8 and 2.9 hereof, an amount equal to the sum of:
(i) $2.8 million with respect to the aggregate value of the Real Property (the "Real Property Amount");
(ii) $100,000 with respect to the aggregate value of the Personal Property (the "Personal Property Amount");
(iii) an amount equal to the principal balance of the Loans plus accrued but unpaid interest thereon (the "Loan Amount");
(iv) an amount equal to 12.10% of the amount of Deposits, including accrued and unpaid interest thereon, as of the Effective Time (the "Premium Amount"); and
(v) an amount equal to the Cash on Hand (the "Cash Amount") (the sum of the Real Property Amount, the Personal Property Amount, the Loan Amount, the Premium Amount and the Cash Amount shall hereinafter be referred to collectively as the "Purchaser Payment Amount"). Purchaser and Seller hereby agree that the above purchase price allocations represent the fair market value of the Assets, both tangible and intangible, and that such allocation shall be binding upon Purchaser and Seller in accordance with the provisions of Section 1060(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Consideration to Seller. 3.1.1. At Closing, Netplex shall deliver and pay to Seller (i) the Cash Consideration of Three Million Dollars ($3,000,000) in certified funds or bank wire transfer to an account designated by Seller; (ii) a stock certificate representing the number of shares of Netplex Preferred Stock as calculated below; (iii) the Certificate of Designation of the Preferred Shares.
3.1.2. The number of shares of Netplex Preferred Stock which Seller shall receive from Netplex at Closing shall be calculated by dividing one million (1,000,000) by the average reported closing price of the Netplex Common Stock on the NASDAQ SmallCap Market for the twenty (20) days immediately prior to September 1, 1998. 4
Consideration to Seller. Buyer shall deliver, or cause to be delivered, to Seller the Closing Payment and the Buyer Common Shares in accordance with the provisions set forth in Section 1.4(a).
Consideration to Seller. Purchaser hereby agrees to purchase, and Seller hereby agrees to sell, the Shares for the following consideration:
(a) At the Closing, Purchaser shall pay to Seller $750,000.00 (“Cash Consideration”) in readily available funds via wire transfer to an account specified in writing to Purchaser (“Wire Transfer Account”). The parties acknowledge that, on a per share base, as rounded, this equals nine cents ($.09) (“Per Share Cash Consideration”).
(b) In consideration for the performance by Seller of the non-compete/non-solicitation undertakings set forth in Section 8 hereunder, Purchaser shall also pay to Seller additional consideration (“Additional Consideration”), in readily available funds via check payable to Seller or wire transfer to the Wire Transfer Account (or to such other account specified in writing to Purchaser at least two days prior to when payment is due) the following amount(s):
(i) If at any time(s) after Closing (and each time), Purchaser sells or transfers (including, without limitation, pursuant to a liquidation, reverse stock split, merger or consolidation) any or all of the Shares, an amount per share sold at such time by Purchaser equal to a percentage of the amount by which the per share amount received by Purchaser in such sale or transfer (inclusive of all value received by Purchaser directly or indirectly with respect to or in connection with such sale or transfer of such Shares) exceeds the sum of the Per Share Cash Consideration plus two cents ($.02), which equals eleven cents ($.11) (the “Per Share Base Value”). The percentage (which will be applied to the entire excess) of the excess to be paid will be determined as follows: From at least $0.00 up to and including $0.09 10% From at least $0.10 up to and including $0.19 12.5% From at least $0.20 up to and including $0.29 15% From at least $0.30 up to and including $0.39 17.5% $0.40 or more 20% By way of example only, if the excess over the Per Share Base Value were $0.25 (assume Purchaser received $.36 per share; subtract $.11 from the $.36, which yields an excess of $.25), the Additional Consideration per share would be equal to 15% x $.25. Purchaser shall, immediately following such sale, (i) notify Seller of the sale, and (ii) provide Seller with a copy of the Stock Purchase Agreement and/or other documentation evidencing the terms and conditions of such sale. Solely in order to confirm the amount payable to Seller, Seller shall have the right to inspect Purchaser’s books and ...
Consideration to Seller. As the sole consideration for the Shares to be sold by Seller to Buyer, Buyer shall execute and deliver to Seller or its nominee, effective as of the date hereof a promissory note in the amount of Ten Million Dollars ($10,000,000.00) and a security agreement, and Buyer shall cause the Company to execute and deliver Seller's deed of trust; a guaranty of Buyer's obligations under the Ten Million Dollar ($10,000,000.00) promissory note, and a security agreement, all in favor of Seller and all in the form attached hereto as Exhibits "A", "B", "C", "D" and "E", respectively.
