PROPOSED PURCHASE PRICE. 1. In the case of any issuance or sale of Company Securities (other than an issuance for cash (other than a public offering of Company Securities) or offer from a prospective third party for cash) subject to Section 4.3 or Section 4.4 of the Stockholders Agreement, the Proposed Purchase Price (as contemplated by Section 4.3(b)(iii) and Section 4.4(b)(iii) of the Stockholders Agreement) in connection with such issuance or sale shall be as follows (unless (x) Xxxxxxx elects to propose a different purchase price or procedure which is agreed to by an RPT Committee or (y) to the extent Article III of this Schedule 4.5(c) is applicable, Xxxxxxx exercises its rights pursuant to Article III of this Schedule 4.5(c) (and the exercise of such rights is approved as set forth in Article III of this Schedule 4.5(c)) in which case Article III of this Schedule 4.5(c) shall apply):
a. in the case of Company Common Stock issued or proposed to be issued (in whole or in part) as consideration in any M&A Transaction (including as any earnout, holdback, escrow or contingent payment (such Company Common Stock, the “Earnout Shares”)), a purchase price per share of Company Common Stock that is the lowest of (i) the average of the daily volume weighted average price of Company Common Stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source selected in good faith by the Company Board) for the twenty (20) consecutive trading days (the “20-Day VWAP”) ending on and including the last trading day prior to the signing of any definitive agreement with respect to, such transaction, (ii) the closing trading price of Company Common Stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source selected in good faith by the Company Board) (the “Spot Price”) on the last trading day prior to the signing of any definitive agreement with respect to, such transaction, (iii) the 20-Day VWAP ending on and including the last trading day prior to the consummation of such transaction and (iv) the Spot Price on the last trading day prior to the consummation of such transaction; provided that in the case of any Earnout Shares, Xxxxxxx shall only have the right to buy shares of Company Common Stock up to its Percentage Maintenance Share as such Earnout Shares are actually issued (but at the same purchase price as set forth in this clause (a)).
b. in the case of a public offering of Company Securities, a purchas...
PROPOSED PURCHASE PRICE. As demonstrated in the attached project pro-forma, the residual land value of the development is negative. The proposed purchase price is $80,000, however the project will require substantial governmental subsidy. As negotiated with DHCD, the project requires $4,719,197 in HPTF subsidy, plus an additional $484,500 site and utility reserve that will not be drawn unless the project requires it (for a total maximum subsidy of $5,203,697 in the event the site and utility reserve is drawn in full). The HPTF subsidy will be passed through to the home purchasers in the form of a second trust at a rate of 0% and with a 15 year term. The second trust will be forgiven 1/15 each year for the term of the loan, provided the purchaser remains in compliance with the terms of the affordability covenant.
PROPOSED PURCHASE PRICE. Based on the information known to the Buyer on the date hereof, the total consideration for the Assets will be as follows (collectively, the "PURCHASE PRICE"):
(a) Fifty Thousand dollars ($50,000) will be paid to the Seller in cash on January 1, 1999;
(b) Fifty Thousand dollars ($50,000) will be paid to the Seller in cash on March 1, 1999; and
(c) Fifty Thousand dollars ($50,000) will be paid to the Seller in cash on May 1, 1999.
PROPOSED PURCHASE PRICE. Based upon the information known to the Prospective Buyer on the date hereof, the Prospective Buyer will issue five (5) million shares of its common stock, registered on Form S-4 (or such other appropriate form), subject to adjustment as set forth below in this Section 2 (collectively, the "Purchase Price"). If the Closing Price of the Prospective Buyer's common stock on the date the Merger Agreement is executed is in excess of $10.00 per share or less than $4.00 per share, then the parties shall negotiate an adjustment of the Purchase Price in good faith. For purposes hereof, "Closing Price" shall mean the average of the last sale price of Prospective Buyer's stock as reported on the NASDAQ National Market for the twenty trading days prior to the date of the Merger Agreement. The Merger Agreement shall include a customary escrow mechanism, the terms of which shall be acceptable to the Prospective Seller and Prospective Buyer, that will (a) entitle the Prospective Buyer to a Purchase Price adjustment for undisclosed liabilities that are assumed as part of the Transaction; and (b) entitle the Prospective Seller to a Purchase Price adjustment if, between the date hereof and the Closing, outstanding shares of Prospective Buyer shall be changed into a different number of shares by reason of any stock split or similar recapitalization. Prospective Seller will use reasonable efforts to have its stockholders execute a lock-up agreement, mutually agreeable to Prospective Seller, Prospective Buyer and the investment bankers of Prospective Buyer, with respect to the common stock issuable in payment of the Purchase Price; provided, however, that it shall be a condition to Closing that all stockholders of Prospective Seller receiving five percent (5%) or more of such common stock execute such lock-up agreement. Any stockholders of Prospective Seller that will hold five percent (5%) or more of the outstanding common stock of Prospective Buyer as a result of the Transaction shall also be required to execute a shareholders' agreement requiring such stockholders to vote their shares with the majority of the stockholders of Prospective Buyer.
PROPOSED PURCHASE PRICE. Except as provided in Section 13.2(b)(2) hereof and Section 13.2(b)(3) hereof, for Projects to be marketed for sale pursuant to Section 13.1(b)(1) hereof or Section 13.1(b)(2) hereof, the Purchase Price shall be the Proposed Purchase Price;
PROPOSED PURCHASE PRICE. 1. Until the Third Trigger Date, in the case of any issuance or sale of Company Securities (other than an issuance for cash (other than a public offering of Company Securities) or offer from a prospective third party for cash) subject to Section 4.3 (Preemptive Rights) or Section 4.4 (Percentage Maintenance Share) of the Stockholders Agreement, the Proposed Purchase Price (as contemplated by Section 4.3(b)(iii) and Section 4.4(b)(iii) of the Stockholders Agreement) in connection with such issuance or sale shall be as follows (unless Ivory elects to propose a different purchase price or procedure which is agreed to by an RPT Committee):
(a) in the case of Company Common Stock issued or proposed to be issued (in whole or in part) as consideration in any M&A Transaction (including as any earnout, holdback, escrow or contingent payment (such Company Common Stock, the “Earnout Shares”)), a purchase price per share of Company Common Stock that is equal to the average of the daily volume weighted average price of Company Common Stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source selected in good faith by the Company Board) for the 20 consecutive trading days (such average, the “20-Day VWAP”) ending on and including the last trading day immediately prior to the earlier of (i) a public announcement with respect to such transaction or (ii) the entry into a definitive agreement with respect to such transaction; provided that in the case of any Earnout Shares, Ivory shall only have the right to buy shares of Company Common Stock up to its Percentage Maintenance Share as such Earnout Shares are actually issued (but at the same purchase price as set forth in this clause (a));
(b) in the case of a public offering of Company Securities, a purchase price per Company Security that is equal to the per Company Security price at which the underwriting bank(s) sells the portion of the offering sold to Persons other than members of the Ivory Group; and
(c) in all other cases (other than Equity Awards and Closing Equity Awards) in which (i) Company Common Stock is issued or sold or proposed to be issued or sold (including upon the conversion or exchange of any other Company Security), at a purchase price per share of Company Common Stock that is equal to the 20-Day VWAP ending on and including the last trading day immediately prior to the earlier of (A) a public announcement of any such transaction or (B) the entry into a de...
