Price Guaranty. Buyer guarantees that Seller will receive a minimum of $300,000, net after all commissions, or One Dollar ($1.00) cash per share net (the “Guaranteed Price”), on the 300,000 shares (the “Guaranteed Shares”) that Seller is accepting under this Agreement. To secure this guarantee, Buyer agrees to the following:
Price Guaranty. This Limited Recourse Guaranty (this "Xxxxxxxx"), xxted as of July 19, 2002, is made by DAVID G. PRICE, an individual and THE DAVID G. PRICE TRUST dated Maxxx 0, 0000 (xs amended) (collectively, xxx "Xxxxxxxor"), in favor of BNY MIDWEST TRUST COMPANY, an Illinois corporation, not individually but as collateral agent (the "Collateral Agent") for Bank of America, N.A., a national banking association (the "Bank") and the purchasers of 9.35% Senior Secured Notes due July 1, 2004 (the "Purchasers," and together with the Bank, the "Secured Creditors") of American Golf Corporation, a California corporation (the "Company").
Price Guaranty. If on the second business day prior to the date that Parent has requested in writing that the SEC accelerate the date of effectiveness of the Registration Statement the closing bid price for Parent Shares (the "Registration Price") is less than the Conversion Price, then Parent shall deliver to the holders of Registered Shares in proportion to the number of Registrable Shares held by them additional Parent Shares (the "Registration Guaranty Shares") equal to (A) the product of (i) the absolute difference between the Conversion Price and the Registration Price, multiplied by (ii) the sum of (x) the quotient of $1,600,000 divided by the Conversion Price plus (y) the aggregate number of Parent Shares issued to Non-Founding Shareholders in connection with the Merger, divided by (B) the Registration Price; provided, however, that if the registration is an underwritten offering (which underwritten offering is requested by Parent) and the net per share sale price (i.e., net of underwriting discounts or commissions) paid by the underwriters for Parent Shares (the "Underwriter Price") is less than the Conversion Price, then the Underwriter Price shall be substituted for the Registration Price in the foregoing clauses (A)(i) and (B) for purposes of calculating the number of Registration Guaranty Shares. Parent shall amend the Registration Statement prior to it being declared effective to include the Registration Guaranty Shares.
Price Guaranty. The Company hereby guarantees that the P.A. shall receive a value of at least $3.00 per share for the Shares. At the end of each calendar quarter after the Registration Date, the Company shall pay to the P.A. (within seven (7) days after the last date of such calendar quarter) the difference, if any, between: (i) $3.00 per share multiplied by the number of Shares and/or Additional Shares sold by the P.A. (in the open market or to the Company) since the Registration Date; and (ii) the gross proceeds from the sale of the Shares and/or Additional Shares which has been received by the P.A. since the Registration Date. For example, assume for the calendar quarter ended December 31, 2000, the P.A. had sold 28,472 of the Shares and/or Additional Shares, one half for $3.00 per share and one half for $2.50 per share. In this example, the Company would owe the P.A. $7,143 by January 7, 2001. ([$3.00 x 28,572] - [($3.00 x 14,286) + ($2.50 x 14,286)]) or 85,716 - (42,858 + 35,715]). In the event the Company shall fail to make the payment outlined above within the seven (7) day period after the close of any calendar quarter, the P.A. shall be entitled to the payments due under the Promissory Note attached hereto as Exhibit A, with such amount not to exceed: (i) $3.00 per share multiplied by the number of Shares and/or Additional Shares issued to the P.A.; less (ii) amounts received by the P.A. for the Shares and/or Additional Shares from the Company or upon a sale of the Shares and/or Additional Shares.
Price Guaranty. ICN guarantees that Seller will get the full Purchase Price by December 31, 2000, or earlier if there is a change of control over ICN, and hence, since part of the Purchase Price is paid by shares of ICN which, at the time of signature are traded approximately at 50% of the Guaranteed Price (as defined hereinafter) which trade price may or may not move up to the Guaranteed Price until December 31. 2000 (or the date of a change of control), the parties agree on the following price guaranty wording: On December 31, 1999, on December 31, 2000 and on a Restriction Termination Date (as defined under section 3.2.4 below and occurring before December 31, 2000) (each a "Guaranty Date"), ICN guaranties to Seller that the then current market price per share of ICN's Common Stock, based on the average closing sale price on the New York Stock Exchange for the 10 trading days prior to each such Guaranty Dates (plus dividends paid to Seller since the Closing on such shares) (the "Current Market Price") shall equal or exceed the applicable Guaranteed Price (as defined below) for such Guaranty Date. For purposes hereof, "Guaranteed Price" shall be US$ 31 (thirty one US Dollars) plus 6% p.a. from Effective Date). In the event that the Current Market Price is less than the Guaranteed Price on a Guaranty Date, ICN shall pay to Seller not later than 30 days following such Guaranty Date ((i)on December 31, 2000 and on a Restriction Termination Date (at a Restriction Termination Date only at the option of Seller upon Seller's request which shall be made within 10 business days upon written information by ICN to Seller that a Restriction Termination Date has occurred) in cash of US Dollars and (ii) on December 31, 1999 in the form of additional shares of Common Stock or of non-voting preferred shares (if Seller's holding in Common Stock would increase over five percent) at the option of Seller, valued at the then Current Market Price as of the date of payment, which additional shares of Common Stock shall be referred to as the "Additional Shares", or in cash as the parties shall agree; however, in the event that ICN until and including December 31, 1999 shall have disposed (or committed to dispose) of a material portion of its assets the payment shall be in cash) the amount by which (A) the product (the "Guaranteed Value") of the Guaranteed Price for such Guaranty Date times the number of shares of Original Common Stock, owned on such date by Seller ("Seller's Common Stock") exc...
Price Guaranty. In the event the Executive sells all or a portion of the Initial Shares within one hundred eighty (180) days of the Effective Date and the sales price for the Initial Shares before giving effect to sales commissions is less than the Per Share Value on an aggregate basis giving effect to all such sales, the Company will issue additional shares, at the then current market value, sufficient to make the total value received by the Executive equal to the value that would have been received had the sales price at the time of the sale been equal to the Per Share Value. By way of explanation, the purpose of this Section 4 is to assure the Executive that the average sales price before giving effect to commissions for all sales if Initial Shares by the Executive during this 180-day period will not be less than their value on the date of issuance. The Executive will provide appropriate documentation to support any deficiency claimed by him under this Section 4.
Price Guaranty. If during the period beginning two years after the date hereof and ending three years after the date hereof, the Shareholder sells all or any portion of the Initial Shares in a bona fide open market transaction, the Company will pay to the Shareholder for each of the Initial Shares sold the excess, if any, of $5.00 per share over the net amount (after commissions) the Shareholder actually received for the Initial Shares (the "Price Guaranty"). The Price Guaranty shall terminate and be of no further force or effect at the close of business three years after the date hereof.
Price Guaranty. 6.1 Seller warrants that the prices quoted in the Purchase Agreement are the lowest prices at which those or similar articles are sold by the Seller to other customers, and in the event of any price reduction between execution of the Purchase Agreement and delivery of the goods, Purchaser shall be entitled to such reduction.
Price Guaranty
