Payment of the Aggregate Purchase Price Sample Clauses

Payment of the Aggregate Purchase Price. In exchange for the Shares: (a) Buyer shall, at the Closing: (i) pay to each Seller an amount, in cash, equal to the sum of: 1) the product of (A) the sum of (I) the Cash Consideration minus (II) the Cash Escrow Amount; multiplied by (B) such Seller’s Pro Rata Cash Consideration; plus 2) the amount, if any, to be paid to such Seller in lieu of any fractional shares of Stock Consideration in accordance with Section 1.7; and (ii) deposit, on behalf of the Sellers, the Cash Escrow Amount with the Escrow Agent in accordance with Section 1.6(a). (iii) issue to each Seller a number of shares of Buyer Common Stock, subject to Section 1.7, equal to the product of (1) the sum of (A) the Stock Consideration minus (B) the Stock Escrow Amount multiplied by (2) such Seller’s Pro Rata Stock Consideration; and (iv) deposit, on behalf of the Sellers, the Stock Escrow Amount with the Escrow Agent in accordance with Section 1.6(a).
Sample 1
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Payment of the Aggregate Purchase Price. As soon as practicable after the Closing, on or after the Closing Date, (a) The International Subsidiary Buyer will deliver to Seller, an amount equal to the International Purchase Price by wire transfer of immediately available funds to the account or accounts designated by Seller prior to the Closing Date; and (b) The US Subsidiary Buyer will deliver to Seller an amount equal to the US Purchase Price, by wire transfer of immediately available funds to the account or accounts designated by Seller prior to the Closing Date.
Sample 1
Payment of the Aggregate Purchase Price. (i) The first part of the Aggregate Purchase Price is equal to Thirteen Million U.S. Dollars ($13,000,000), with Eight Million U.S. Dollars ($8,000,000) of this amount has been paid to the Shareholder prior to the execution of this Agreement, which is hereby acknowledged by the parties, and the remaining Five Million U.S. Dollars ($5,000,000) of this amount shall be paid to Shareholder within Thirty (30) days after the Closing; and (ii) The second part of the Aggregate Purchase Price, equal to Ten Million U.S. Dollars ($10,000,000), is conditional and shall be payable, if at all, subject to the following: (A) for the period the from January 1, 2010 through June 30, 2010 (the “First Half Period 2010”), (1) if HDDC’s after-tax income exceeds RMB 13,000,000 for the First Half Period 2010, as calculated in accordance with U.S. generally accepted accounting principles (“US GAAP”) as determined by the parent corporation of NIVS and approved by the such parent’s independent auditors, then Three Million U.S. Dollars ($3,000,000) shall be payable to Shareholder; (2) if HDDC’s after-tax income for the First Half Period 2010, as calculated in accordance with US GAAP as determined by the parent corporation of NIVS and approved by the such parent’s independent auditors, is between RMB 6,500,000 and RMB 13,000,000, then a pro rata amount of Three Million U.S. Dollars ($3,000,000) shall be payable Shareholder, where such pro rata amount shall be calculated based on the amount that the after-tax net income exceeds RMB 6,500,000, divided by RMB 6,500,000; (3) if HDDC’s after-tax income for the First Half Period 2010, as calculated in accordance with US GAAP as shall be determined by the parent corporation of NIVS and approved by the such parent’s independent auditors, is less than RMB 6,500,000 then no amount shall be payable to Shareholder; and (B) for the period from July 1, 2010 through September 30, 2010 (the “Third Quarter 2010”), (1) if HDDC’s after-tax income for the Third Quarter 2010, as calculated in accordance with US GAAP as shall be determined by the parent corporation of NIVS and approved by the such parent’s independent auditors, exceeds RMB 7,000,000, then Three Million U.S. Dollars ($3,000,000) shall be payable to Shareholder, (2) if HDDC’s after-tax income for the Third Quarter 2010, as calculated in accordance with US GAAP as shall be determined by the parent corporation of NIVS and approved by the such parent’s independent auditors, is between RMB 3,500...
Sample 1
Payment of the Aggregate Purchase Price. (i) The portion of the Aggregate Purchase Price payable to Ng Chi Sum is Five Million Eight Hundred Twenty-Seven Thousand Two Hundred Eighty-Three U.S. Dollars (US$5,827,283), payable as follows: (A) an aggregate of Five Million Two Hundred Forty-Four Thousand Five Hundred Fifty-Four and 70/100 U.S. Dollars (US$5,244,554.70) in cash, to be delivered to such Shareholder at Closing by wire transfer of immediately available funds pursuant to written instructions provided by such Shareholder to Full Art, and (B) an aggregate of Five Hundred Eighty-Two Thousand Seven Hundred Twenty-Eight and 30/100 U.S. Dollars (US$582,728.30) in CAE Common Shares (the “Ng Share Purchase Price”), or 70,378 CAE Common Shares valued at Eight and 28/100 U.S. Dollars ($8.28), the closing price of the CAE Common Shares as listed on the American Stock Exchange one (1) day immediately preceding the date of the Closing (the “CAE Share Price”), with certificate(s) evidencing 49,264 CAE Common Shares, or an amount equal to seventy percent (70%) of the Ng Share Purchase Price, to be delivered to such Shareholder at Closing. (ii) The portion of the Aggregate Purchase Price payable to Yam Xxx Xxxx is Five Million Eight Hundred Twenty-Seven Thousand Two Hundred Eighty-Three U.S. Dollars (US$5,827,283), payable as follows: (A) an aggregate of Five Hundred Eighty-Two Thousand Seven Hundred Twenty-Eight and 30/100 U.S. Dollars (US$582,728.30) in cash, to be delivered to such Shareholder at Closing by wire transfer of immediately available funds pursuant to written instructions provided by such Shareholder to Full Art, and (B) an aggregate of Five Million Two Hundred Forty-Four Thousand Five Hundred Fifty-Four and 70/100 U.S. Dollars (US$5,244,554.70) in CAE Common Shares (the “Yam Share Purchase Price” and together with the Ng Share Purchase Price, collectively the “Aggregate Share Purchase Price”), or 633,400 CAE Common Shares valued at the CAE Share Price, with certificate(s) evidencing 443,380 CAE Common Shares, or an amount equal to seventy percent (70%) of the Yam Share Purchase Price to be delivered to the such Shareholder at Closing.
Sample 1
Payment of the Aggregate Purchase Price. Subject to the other provisions of this Agreement, Purchaser shall pay the Aggregate Purchase Price in U.S. Dollars to the Selling Shareholders in accordance with the following provisions: (a) At the Closing, Purchaser shall pay to each Selling Shareholder such Selling Shareholder's Initial Payment, by wire transfer in immediately available funds to such Selling Shareholder's bank account (as designated by such Selling Shareholder to Purchaser in writing no later than three Business Days prior to the scheduled date of the Closing). Upon receipt of its Shareholder Initial Payment, each Selling Shareholder shall at the Closing deliver to Purchaser a written acknowledgment and receipt thereof. (b) At the Closing, Purchaser shall issue (i) to MediaOne Promissory Notes in an aggregate amount equal to MediaOne's Shareholder Balance Amount, (ii) to AIF Promissory Notes in an aggregate amount equal to AIF's Shareholder Balance Amount and (iii) to Aria Infotek (A) Promissory Notes in an aggregate amount equal to Aria Infotek's Shareholder Balance Amount less US$10,000,000 and (B) the Restricted Notes in an aggregate amount equal to US$10,000,000. The form of Promissory Note is annexed hereto as Exhibit F and the form of the Restricted Note is annexed hereto as Exhibit G. The aggregate amount of all Notes issued pursuant to this Agreement shall equal US$120,000,000. The Notes shall have the respective maturity dates and aggregate repayment amounts on such maturity dates set forth in Exhibit R and each Selling Shareholder shall, in respect of each maturity date, be issued one or more Notes having an aggregate principal amount equal to such Selling Shareholder's Pro Rata Share of the aggregate principal amount of Notes having such maturity date. (c) The Notes (including payments thereunder) shall be administered by an agent (the "Agent") under an agency agreement dated as of the Closing Date (the "Agency Agreement") at the sole cost and expense of the Selling Shareholders (other than all legal fees of Purchaser, which shall be borne by Purchaser). Purchaser and the Selling Shareholder shall enter into an Agency Agreement (which shall include customary representations and warranties of Purchaser) on terms and conditions satisfactory to Purchaser and the Selling Shareholders. (d) In the event Purchaser is required to deduct or withhold any Indonesian Taxes in respect of any payment of any portion of the Purchase Price, the Selling Shareholders shall only be entitled to ...
Sample 1
Payment of the Aggregate Purchase Price. (i) Five (5) Business Days prior to the Closing, the Sellers’ Representative shall notify Purchaser in writing of his good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and shall provide Purchaser with reasonable access to the appropriate Company personnel and all supporting financial statements, work sheets and other documentation reasonably requested by Purchaser and reasonably necessary for Purchaser to determine the Estimated Closing Net Working Capital. The term “Estimated Aggregate Purchase Price” shall mean and be an amount equal to the Preliminary Aggregate Purchase Price plus (A) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Closing Net Working Capital, or minus (B) the amount, if any, by which the Target Closing Net Working Capital is greater than the Estimated Closing Net Working Capital.
Sample 1
Payment of the Aggregate Purchase Price. Subject to the other provisions of this Agreement, Purchaser shall pay the Aggregate Purchase Price in U.S. Dollars to the Selling 21 <PAGE> Shareholders in accordance with the following provisions: (a) At the Closing, Purchaser shall pay to each Selling Shareholder such Selling Shareholder's Initial Payment, by wire transfer in immediately available funds to such Selling Shareholder's bank account (as designated by such Selling Shareholder to Purchaser in writing no later than three Business Days prior to the scheduled date of the Closing). Upon receipt of its Shareholder Initial Payment, each Selling Shareholder shall at the Closing deliver to Purchaser a written acknowledgment and receipt thereof.
Sample 1
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Related to Payment of the Aggregate Purchase Price

  • Aggregate Purchase Price (a) The aggregate cash amount to be paid by the Purchaser at the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) the amount of Net Debt, (B) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (the "Preliminary Purchase Price"); provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."

  • Payment of the Purchase Price 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth: (a) its good faith and reasonable best estimates of: (i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and (ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and (b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”). 4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price (a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and (b) less the Aggregate Initial Principal Balance of the Notes. 4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount (a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000; (b) plus the Estimated Cash; (c) less the Unpaid Transaction Expenses; (d) less the Cash Purchase Price; (e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and (f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement. 4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8. 4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt. 4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer to SHB and the Converting Note and the Notes shall be issued by Buyer to SHB, in each case as repayment of bank debt on behalf of Seller and for the benefit of US Buyer, and the Bank Pay-Off Amount shall be paid by Buyer to SHB as repayment of bank debt on behalf of ÅAB and for the benefit of US Buyer. 4.2.7 For purposes of determining the Bank Pay-Off Amount pursuant to Clause 4.2.3 amounts in other currencies shall be translated into USD at the Exchange Rates as at four (4) Business Days prior to the Closing Date.

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

  • Adjustments to the Purchase Price As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amounts.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

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