Payment of Initial Purchase Price. (a) For purposes of this Agreement, the “Initial Purchase Price” will be an aggregate amount equal to:
(i) Three hundred and forty seven million six hundred thousand dollars ($347,600,000) (the “Base Purchase Price”);
(ii) plus, Estimated Cash;
(iii) plus, the Estimated Working Capital Overage (if any);
(iv) minus, the Estimated Working Capital Underage (if any);
(v) minus, an amount equal to the Estimated Taxes Payable;
(vi) minus, Estimated Indebtedness; and
(vii) minus, Estimated Unpaid Sellers Transaction Expenses.
(b) The Initial Purchase Price shall be set forth on the Pre-Closing Statement and be subject to adjustment as provided in Section 2.4. The Initial Purchase Price, as adjusted pursuant to Section 2.4 hereof, is referred to herein as the “Purchase Price.” At the Closing, Buyer shall pay the following amounts by wire transfer of immediately available funds:
(i) to each Person entitled to any Sellers Transaction Expenses, the amount of Sellers Transaction Expenses payable to such Person in accordance with invoices provided by Sellers with respect to such Sellers Transaction Expenses; provided, however, that the amount of any transaction bonuses or similar compensatory payments that constitute Sellers Transaction Expenses shall be paid to an account of each of the Companies for further payment (which Buyer will cause the applicable Company to make) to the recipients of such payments through each of the Companies’ regular payroll system, subject to any applicable withholding;
(ii) to each Person entitled to any payments in respect of Indebtedness for borrowed money, the amount reflected therefor in payoff letters provided by Sellers with respect to such Indebtedness;
(iii) to the Escrow Agent, an amount of cash equal to one million seven hundred and thirty-eight thousand Dollars ($1,738,000) (the “Indemnity Escrow Amount”) plus one million Dollars ($1,000,000) (the “Adjustment Escrow Amount”) to the accounts specified in the Pre-Closing Statement;
(iv) to the Escrow Agent, an amount equal to eight million Dollars ($8,000,000) (the “Transaction Bonus Pool”), from proceeds otherwise payable in respect of the Interests held by Kxxxx Xxxxxxxx, to the account specified in the Pre-Closing Statement; and
(v) the balance of the Initial Purchase Price, after taking into account the payments set forth in clauses (iii) and (iv) of this Section 2.3(b), to the applicable accounts and in the amounts specified for each Seller in the Funds Allocation. Each of th...
Payment of Initial Purchase Price. On the Closing Date, Buyer will pay the Initial Purchase Price by wire transfer of immediately available funds into an account or accounts designated by Seller.
Payment of Initial Purchase Price. 6.2.1 The Purchaser shall pay the Chinese Initial Purchase Price and the Austrian Purchaser shall pay the Austrian Initial Purchase Price, in each case on the Business Day immediately before and with value on the Closing Date, into the DBBW Account under the reference “Purchase Price Sonar; 777/20493509” and under the instruction to De Brauw (for the attention of Xxxx Xxxxxx) that such amount shall be held by De Brauw in the DBBW Account on behalf of the Purchaser until signature by the Parties of the Closing Certificate, after which De Brauw in the DBBW Account shall:
(a) hold the Austrian Initial Purchase Price on behalf of the Seller and pay said amount in accordance with the Seller’s instructions; and
(b) subject to Clause 6.2.2, continue to hold the Chinese Initial Purchase Price on behalf of the Purchaser until receipt of the China Transfer Registration Certificate signed by the Parties, after which De Brauw in the DBBW Account shall hold the Chinese Initial Purchase Price on behalf of the Seller and pay said amount in accordance with the Seller’s instructions. For the avoidance of doubt, the title to the China Shares will transfer from Seller to Purchaser at the moment the China Transfer Registration Certificate, signed by the Parties, has been received by De Brauw.
6.2.2 In the event that the China Transfer Registration does not take place within 12 months of the Closing Date, the Seller’s obligations under this Agreement to transfer the Chinese Shares to the Purchaser shall terminate and De Brauw in the DBBW Account shall pay the Chinese Initial Purchase Price in accordance with the Purchaser’s instructions. In such event Parties also agree to terminate the China Equity Transfer Agreement in accordance with clause 7 of the China Equity Transfer Agreement.
Payment of Initial Purchase Price. In consideration of and in exchange for the sale of Seller’s Membership Interest to Purchaser, at the Closing, Purchaser shall pay to Seller an aggregate sum of (a) eight hundred twenty-five million Dollars ($825,000,000) and (b) an amount equal to fifty percent (50%) of the Estimated Closing Net Cash (collectively, the “Initial Purchase Price”), subject to adjustment as set forth in Section 2.04. The Initial Purchase Price shall be paid in accordance with Section 9.04 at the Closing to the account designated by Seller not later than three (3) Business Days prior to the Closing Date.
Payment of Initial Purchase Price. Buyer shall have paid to Sellers the Initial Purchase Price required to be paid pursuant to Section 1.2.
Payment of Initial Purchase Price. (a) Buyer shall deliver, or cause to be delivered, the following at Closing:
(i) to SunTrust Bank (the “Escrow Agent”), (A) Four Million Dollars ($4,000,000) in immediately available funds (the “Price Adjustment Escrow Amount”) and (B) Nine Million Six Hundred Seventy Five Thousand Dollars ($9,675,000) in immediately available funds (the “Indemnity Escrow Amount”), by wire transfer of such immediately available funds to the Escrow Agent, to be held in escrow in accordance with the terms and conditions of an Escrow Agreement (the “Escrow Agreement”) in the form of Exhibit A;
(ii) on behalf of the Company Group, to such account or accounts as designated by the applicable lender or agent in each Payoff Letter, an amount in immediately available funds equal to that portion of the Payoff Amount for the Company Debt to which such Payoff Letter relates;
(iii) on behalf of the Company Group, to the account or accounts as Sellers’ Representative specifies to Buyer in the Estimated Transaction Expense Statement, the aggregate amount of the Estimated Transaction Expenses;
(iv) on behalf of the Company Group, to an account designated by Sellers’ Representative (for further distribution by Sellers’ Representative to the members of Senior Management in accordance with the Transaction Bonus Letters), Seven Million Five Hundred Thousand Dollars ($7,500,000) in immediately available funds;
(v) on behalf of Sellers, to an account designated by Sellers’ Representative, Five Hundred Thousand Dollars ($500,000) in immediately available funds (the “Expense Funds”), to be used by Sellers’ Representative in accordance with Section 12.13(c); and
(vi) to Seller’s Representative (for further distribution by Sellers’ Representative to Sellers in accordance with Section 1.04(b)), immediately available funds representing the Initial Purchase Price less (A) the cash amounts paid pursuant to Sections 1.04(a)(i), (ii), (iii), (iv) and (v) and (B) Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Continued Service Amount”), such amount to be retained by Buyer and paid to Senior Management, subject to the terms and conditions of the Transaction Bonus Letters (the aggregate amount of all payments to Sellers’ Representative under this Section 1.04(a)(vi), the “Initial Sellers Payment”). Delivery of the Initial Sellers Payment to Sellers’ Representative as provided in the preceding sentence shall be deemed delivery by Buyer of such Initial Sellers Payment to Sellers for purposes of ...
Payment of Initial Purchase Price. At Closing, the --------------------------------- Purchaser shall deliver the Initial Purchase Price to Seller in cash by wire transfer of immediately available funds to an account designated by Seller, and against delivery by Seller to Purchaser of the Shares.
Payment of Initial Purchase Price. The Initial Purchase Price shall be payable in a combination of (x) cash less outstanding Indebtedness for money borrowed of the Companies, and (y) common stock, par value $1.00 per share, of Aether (“Aether Common Stock”), each in the amounts specified in this Section 2.2(c) below, as follows:
Payment of Initial Purchase Price. The Purchaser shall have paid the Initial Purchase Price, $3,250,000 of which shall have been paid to the Stockholders and $800,000 of which shall have been paid to the Escrow Agent (as described in Section 10.6).
Payment of Initial Purchase Price. The Buyer shall pay the Initial Purchase Price at Completion as follows:
2.3.1 $8,750,000 (eight million seven hundred and fifty thousand Dollars) (the “Escrow Payment") shall be paid to the Escrow Agent in accordance with Clause 2.5;
2.3.2 $28,250,000 (twenty-eight million two hundred and fifty thousand Dollars) less the Employee Options Cancellation Amount (the “Completion Payment”) shall be paid to the Sellers in accordance with Clause 5.4.1(a); and
2.3.3 The Employee Options Cancellation Amount shall, at the direction of the Sellers which is hereby irrevocably given, be paid to the Company in accordance with, and for the purposes set out in, Clause 5.4.1(b).
