Payment of Preliminary Purchase Price. The Preliminary Purchase Price (after giving effect to the Deposit, which shall be delivered to Seller from the joint control account at the Deposit Bank in accordance with Section 1.04) shall be payable at the Closing in cash by wire transfer in accordance with such wire transfer instructions as Seller may deliver to Buyer at least two (2) Business Days prior to the Closing.
Payment of Preliminary Purchase Price. On the Closing Date, the Purchaser shall pay to the Seller the Enterprise Value (the "Preliminary Purchase Price") by wire transfer of immediately available funds into an account designated by the Seller.
Payment of Preliminary Purchase Price. The Preliminary Purchase Price is immediately due and payable upon execution of this Agreement.
Payment of Preliminary Purchase Price. Subject to applicable reimbursement credits to Buyer and Sellers for pro-rations identified in Section 2.05(d) below, Buyer agrees to pay or deliver the Preliminary Purchase Price at Closing as follows:
(i) The sum of: (A) $3,200,000, plus or minus (B) the Working Capital Adjustment Amount, plus (C) an amount equal to one-half (1/2) of the BWW Transfer Fees, minus (D) the Escrow Amount, shall be paid by wire transfer of immediately available funds into the account(s) designated in writing by Sellers (the “Closing Payment”);
(ii) The Escrow Amount shall be deposited by wire transfer of immediately available funds into an account designated by the Escrow Agent and shall be held for a period up to eighteen (18) months and distributed in accordance with the terms of the Escrow Agreement to satisfy (i) any adjustments to the Preliminary Purchase Price in favor of Buyer pursuant to Section 2.06(b); and (ii) any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees that are recoverable by the Buyer Indemnitees against Sellers pursuant to Article VIII.
Payment of Preliminary Purchase Price a) The Purchaser 1, 2 and 3 shall pay on the Closing Date (with the same value date) an amount of EUR 13,750,000 (in words: Euro thirteen million seven hundred fifty thousand) (which is hereinafter referred to as the “Escrow Amount”) as partial amount of the Preliminary Purchase Price, completely and unconditionally as well as free of any charges and costs by way of a wire transfer to the Escrow Account.
(i) Purchaser 2 shall in full satisfaction of EUR 27,500,000 of the Preliminary Purchase Price deliver to Seller a number of shares to be determined on the Closing Date pursuant to para. (iv) below of the common stock, par value USD 0.01 per share, of Purchaser 2 (“BGI Shares”) to Seller on the Closing Date by electronic delivery thereof to the bank account of Seller designated in § 3 (7) c) below. Seller shall give Purchaser 2 in writing at least five bank working days prior to the Closing Date all information necessary to effect electronic delivery of the BGI Shares to such account using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. (ii) In the event the fair value of the BGI Shares on the Closing Date (the “Closing Date BGI Shares Value”) is greater than the amount of the purchase price to be allocated in accordance with Section 3 (2) of this Agreement with respect to the shares of M USA Inc., then the portion of - 12 - the BGI Shares having a value on the Closing Date in excess of that purchase price allocation amount shall be allocated towards the purchase of OM P AG by Purchaser 3; provided that in the event the Closing Date BGI Shares Value is greater than the aggregate amount of the purchase price to be allocated in accordance with Section 3 (2) of this Agreement with respect to the shares of M USA Inc. and OM P AG, then the portion of the BGI Shares having a value on the Closing Date in excess of that aggregate purchase price allocation amount shall be allocated towards the purchase of M Japan Co. Ltd. by Purchaser 3; and further provided that in the event the Closing Date BGI Shares Value is greater than the aggregate amount of the purchase price to be allocated in accordance with Section 3 (2) of this Agreement with respect to the shares of M USA Inc., OM P AG and M Japan Co. Ltd., then the portion of the BGI Shares having a value on the Closing Date in excess of of that aggregate purchase price allocation amount shall be allocated towards the purchase of M Hongkong Ltd. (iii) The BGI Shares have been (or will be ...
Payment of Preliminary Purchase Price. 4.1.4.1 As part of the Closing, Purchaser shall in accordance with Section 6.6 make a payment of the Preliminary Purchase Price. Such payment shall be made
(i) in the amount of EUR 6,000,000.00 (in words Euro six million) (the "ESCROW AMOUNT") to the Escrow Account (defined in Section 4.3.1);
(ii) eighty (80%) percent of the Preliminary Purchase Price allocable to Nimalux S.A. and Mr. Jacobs shall be paid via the delivery of Purchaser's Proxxxxxxx Xxte (the "NOTES"); and
(iii) the balance of the Preliminary Purchase Price less the Escrow Amount and the amount of the Notes (the "INITIAL CASH PAYMENT AMOUNT") to Sellers' joint bank account (defined in Section 4.2.2).
4.1.4.2 A pro forma calculation of the Preliminary Purchase Price with good faith estimates of the Sellers as to the Closing Date Base Amount, Closing Date Debt, Closing Date Cash, Closing Date Non Useable Inventory, the Closing Date Capex Adjustment Amount and the Agreed Surplus is attached as EXHIBIT 4.1.4 containing a projection thereof as of October 31, 2005, and drawn up in accordance with the Accounting Principles.
Payment of Preliminary Purchase Price. At Closing, the Buyer Parties shall pay the Preliminary Purchase Price, by wire transfer of immediately available funds to the accounts and in the amounts designated in the Funds Flow Statement delivered at the Closing, as follows:
(1) an amount equal to ten percent (10.00%) of the Preliminary Purchase Price (the “Escrow Funds”) by wire transfer of immediately available funds to an account (the “Escrow Account”) designated in writing by the Escrow Agent pursuant to the Escrow Agreement and, except as otherwise provided for in the Escrow Agreement, such funds shall be held until disbursement in accordance with the terms of the Escrow Agreement. Each Xxxxxxxx Party and Seller shall be entitled to receive its Pro Rata Percentage of any portion of the Escrow Account released following the Closing by the Escrow Agent for the benefit of the Xxxxxxxx Parties and the Sellers;
(2) an amount equal to one million dollars ($1,000,000) by wire transfer of immediately available funds to an account established by the Sellers’ Representative (the “Sellers’ Representative Expense Account”). The Sellers’ Representative Expense Account shall be used to fund any expenses incurred by the Sellers’ Representative in the performance of its duties and obligations hereunder. The Sellers’ Representative Expense Account will be held by the Sellers’ Representative until such time as the Sellers’ Representative determines, in its sole discretion, that the Xxxxxxxx Parties and the Sellers shall have no further material expenses to be incurred in connection with the transactions contemplated by this Agreement. Any portion of the Sellers’ Representative Expense Account remaining after such date shall be paid by the Sellers’ Representative to the Xxxxxxxx Parties and the Sellers, with each Xxxxxxxx Party or Seller, as applicable, receiving its Pro Rata Percentage of such remaining amounts;
(3) an amount equal to all Indebtedness of the Company Group;
(4) an amount equal to the Seller Party Transaction Expenses (minus the amounts paid in accordance with clause (6) below);
(5) an amount equal to the Aggregate Call Option Exercise Price to MFM Acquisition II Inc. and SCP/MFM II; and
(6) an amount equal to the Transaction Bonus Amounts payable pursuant to the agreements set forth on Schedule 2.2(C)(6) (each, a “Transaction Bonus Amount”); and
(7) the balance (i.e., the Preliminary Purchase Price minus the amounts paid in accordance with clauses (1)-(6) above), to each Xxxxxxxx Party (other tha...
Payment of Preliminary Purchase Price. The Preliminary Purchase Price shall have been paid to Seller in the manner described in Section 1.02 hereof.
Payment of Preliminary Purchase Price. The Preliminary Purchase Price, determined in accordance with Section 2.6 hereof, shall be payable by Purchaser to Seller at the Closing.
Payment of Preliminary Purchase Price. On the Closing Date, Purchasers shall pay to Seller in accordance with Section 10.5 a preliminary purchase price (the “Preliminary Purchase Price”) which shall be
(i) an amount consisting of the Asset Base Amount minus the Pension Liabilities minus the Reference Date Foreign Inventories Purchase Price (to be paid by German Purchaser);
(ii) plus the EPCOS Portugal Base Amount minus the Net Debt of EPCOS Portugal as of the Reference Date (to be paid by Purchaser II);
(iii) plus or minus the excess or deficit, as the case may be, of the Net Working Capital compared to the Target Net Working Capital as of the Reference Date (to be paid or received, as the case may be, by Purchaser II);
(iv) minus the Preliminary Heidenheim Production and R&D Purchase Price.
