Common use of Purchase and Sale of Interests Clause in Contracts

Purchase and Sale of Interests. Subject to the terms and conditions set forth in this Agreement and in reliance upon NSAC's and Purchaser's representations set forth below, on the Closing Date (as defined below) NSAC shall sell to Purchaser, and Purchaser shall purchase from NSAC, the Interests for (i) $68,850,000 in cash plus an amount equal to 25% of the net proceeds (the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted pursuant to the terms of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP Communications, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional $68,850,000 less the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in (A) cash, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase Price"). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designate, with such designation to occur not less than three (3) Business Days prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal to the balance, if any, of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period).

Purchase and Sale of Interests. Subject to the terms and conditions set forth in of this Agreement and in reliance upon NSAC's and Purchaser's representations set forth belowAgreement, on effective as of the Closing Date (as defined below) NSAC shall sell to PurchaserEffective Time, and Purchaser shall purchase from NSAC, the Interests for (i) $68,850,000 the LP Sellers will sell, assign, transfer, convey and deliver unto US Buyer, and US Buyer will, and Buyer Parent will cause US Buyer to, purchase, accept and acquire from LP Sellers all of LP Sellers’ right, title and interest in cash plus an amount equal to 25% of the net proceeds (the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted pursuant and to the terms LP Interests, free and clear of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP Communicationsall Encumbrances other than Permitted Interest Encumbrances, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional Xxxxxx Xxxxxxx will sell, assign, transfer, convey and deliver unto US Buyer, and US Buyer will, and Buyer Parent will cause US Buyer to, purchase, accept and acquire from Xxxxxx Xxxxxxx all of Xxxxxx Xxxxxxx’x right, title and interest in and to the GP Securities, free and clear of all Encumbrances other than Permitted Interest Encumbrances, and (iii) Xxxxxx Xxxxxxx will sell, assign, transfer, convey and deliver unto Canada Buyer, and Canada Buyer will, and Buyer Parent will cause Canada Buyer to, purchase, accept and acquire from Xxxxxx Xxxxxxx all of Xxxxxx Xxxxxxx’x right, title and interest in and to the MOTC Shares, free and clear of all Encumbrances other than Permitted Interest Encumbrances, in exchange for aggregate consideration of (a) three hundred and thirty-four million and four hundred and ninety-four thousand and two hundred and twenty-five and 00/100 Dollars ($68,850,000 less 334,494,225.00), as adjusted pursuant to Section 1.2 and Section 1.3 (the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in “Cash Purchase Price”) and (Ab) cash, five million (B5,000,000) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Buyer Parent Common Stock (the "Remaining “Share Purchase Price"” and, together with the Cash Purchase Price, the “Purchase Price”). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary The Share Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Cash Purchase Price and such portion shall be apportioned among the Sellers in accordance with Schedule 1.1. The number of shares of Buyer Parent Common Stock constituting the Remaining Share Purchase Price that Purchaser elects shall be proportionately adjusted to pay in cash by wire transfer reflect any stock split, combination of immediately available funds to such account as NSAC shall designateshares, with such designation to occur not less than three (3) Business Days stock dividend or other similar event affecting the Buyer Parent Common Stock occurring after the date of this Agreement and prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal to the balance, if any, of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period)Effective Time.

Purchase and Sale of Interests. Subject to (a) Purchaser and Seller hereby agree that, upon the terms and subject to the conditions set forth in this Agreement Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign and deliver to Purchaser, all of the Interests, free and clear of any Encumbrances. (b) At the Closing, Purchaser shall pay to Seller, in reliance upon NSAC's and Purchaser's representations set forth belowconsideration for the purchase of the Interests pursuant to Section 2.1(a), an amount in cash equal to (i) the sum of (A) US$111,000,000 less the Applicable Lease Amount (the “Base Purchase Price”), which Base Purchase Price shall be adjusted on the Closing Date (as defined below) NSAC shall sell to Purchaser, and Purchaser shall purchase from NSAC, by the Interests for (i) $68,850,000 in cash plus an amount equal to 25% of the net proceeds (the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted Estimated Closing Adjustment pursuant to Section 2.3(b) and (B) the terms of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP CommunicationsEstimated Covered Capital Expenditure Amount, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus minus (ii) an additional $68,850,000 less the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in (A) cash, (B) shares sum of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash the Signing Date Escrow Amount and shares of Purchaser Common Stock the Closing Escrow Amount (the "Remaining Base Purchase Price"). Such sale and purchase shall be , after giving effect to the adjustment to the Base Purchase Price referred to herein that is effected on the Closing Date by NSAC executing is referred to herein as the “Closing Consideration”). In addition, at the Closing and delivering in accordance with the Signing Date Escrow Agreement, the parties shall cause the entire Signing Date Escrow Amount to Purchaser an Assignment be paid to Seller in accordance with the terms of Interests in the form attached hereto as Exhibit B against Signing Date Escrow Agreement. The payment or delivery as appropriate, of the Closing Consideration and the deposit of the Closing Escrow Amount into the Closing Escrow Account by Purchaser to NSAC of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designate, with such designation to occur not less than three (3) Business Days prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal Section 2.4 shall, subject to the balanceadjustment as provided in Section 2.3 below, if any, constitute full and final payment of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed consideration to have a value equal to its Volume-Weighted Average Trading Price (as defined below) Seller for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period)Interests.

Purchase and Sale of Interests. Subject Held by Falcon Holding Group, Inc. ----------------------------------------------------------------- (a) If TCI or the Partnership is required to purchase the terms Partnership Interest of FHGLP pursuant to this Article 10 (including Section 10.6), then, concurrently with the purchase and conditions set forth in this Agreement sale of FHGLP's Partnership Interest, (1) TCI or the Partnership, as applicable, shall purchase, and in reliance upon NSAC's and Purchaser's representations set forth belowFalcon Holding Group, on the Closing Date (as defined below) NSAC Inc. shall sell to PurchaserTCI or the Partnership, as applicable, all of Falcon Holding Group, Inc.'s partnership interests in each of the Investors Partnerships, and Purchaser (2) TCI or the Partnership, as applicable, shall purchase from NSACpurchase, and the Interests for (i) $68,850,000 in cash plus an amount equal Falcon Cable Trust shall sell to 25% TCI or the Partnership, as applicable, all of the net proceeds Falcon Cable Trust's partnership interest in Falcon Video Communications Investors, L.P. (b) The purchase price for the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted pursuant to the terms purchase and sale of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP CommunicationsFalcon Holding Group, Inc., dated January 14, 1999 ('s partnership interests in each of the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional $68,850,000 less the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in (A) cash, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase Price"). Such sale and purchase Investors Partnerships shall be effected on the Closing Date price per Partnership Unit paid to FHGLP for its Partnership Interest multiplied by NSAC executing and delivering to Purchaser an Assignment the product of Interests 100,000 times a fraction the numerator of which is the aggregate net fair market value of Falcon Holding Group, Inc.'s partnership interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC each of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designate, with such designation to occur not less than three (3) Business Days prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value Investors Partnerships (determined as provided below) and the denominator of which is the net fair market value of all Capital Contributions being made by both Partners pursuant to the Contribution Agreement, with such net fair market values being determined in the next sentencemanner specified in Section 3.5(a). The purchase price for the purchase and sale of the Falcon Cable Trust's partnership interest in Falcon Video Communications Investors, L.P. shall be the price per Partnership Unit paid to FHGLP for its Partnership Interest multiplied by the product of 100,000 times a fraction the numerator of which is the net fair market value of the Falcon Cable Trust's partnership interest in Falcon Video Communications Investors, L.P. (determined as provided below) equal and the denominator of which is the net fair market value of all Capital Contributions being made by both Partners pursuant to the balanceContribution Agreement, if anywith such net fair market values being determined in the manner specified in Section 3.5(a). The net fair market value of Falcon Holding Group, Inc.'s partnership interest in any Investors Partnership shall be the percentage ownership interest in such Investors Partnership held by Falcon Holding Group, Inc. as of the Remaining Purchase Price not paid Closing times the net fair market value of such Investors Partnership, as determined in cashaccordance with Section 3.5(b) of the Contribution Agreement. Each share The net fair market value of Purchaser Common Stock so delivered the Falcon Cable Trust's partnership interest in Falcon Video Communications Investors, L.P. shall be deemed to have a equal one percent of the net fair market value equal to its Volume-Weighted Average Trading Price (of Falcon Video Communications Investors, L.P., as defined belowdetermined in accordance with Section 3.4(a) for of the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period)Contribution Agreement.

Purchase and Sale of Interests. (a) Subject to the terms and conditions set forth in this Agreement and in reliance upon NSAC's and Purchaser's representations set forth belowAgreement, on at the Closing Date (as defined below) NSAC shall sell to PurchaserClosing, and Purchaser the Buyer shall purchase from NSACthe Seller, and the Seller shall sell and transfer to the Buyer, 100% of the Interests, free and clear of any Liens, including all rights to receive distributions of money, profits and other assets of or relating to the Interests. The aggregate purchase price for the Interests for being purchased hereunder (the "Purchase Price") shall consist of (i) cash in the amount of EIGHTY MILLION DOLLARS ($68,850,000 80,000,000) (the "Base Cash Amount"), plus (ii) cash in cash plus an amount equal to 25% of the net proceeds Contracts Capital Expenditures (together with the Base Cash Amount, the "25% Offering ProceedsCash Consideration"), plus (iii) the Buyer Initial Shares, plus (iv) if any, received the Additional Customer Contract has been executed by Purchaser in the initial underwritten offering conducted pursuant Company and the counterparty thereto prior to the terms of that certain Registration Rights Agreement (Closing Date, the "WNP RRA") between Purchaser and certain stockholders of WNP Communications, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Buyer Additional Shares. The Purchase Price") plus (ii) an additional $68,850,000 less , as adjusted by Section 3.1(a), shall be paid by the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in Buyer as follows: (A) cashthe Cash Consideration, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase Price"). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designatethe Seller shall, with such designation to occur not less than three (3) two Business Days prior to the Closing Date. Purchaser shall deliver shares , designate in writing to the Buyer, and (B) the Buyer Shares, by delivery of Purchaser Common Stock to NSAC having a value (determined as provided stock certificates issued in the next sentencename of the Seller representing such Buyer Shares. The Purchase Price shall be subject to further adjustment in accordance with the provisions of Section 3 hereof. If the Company enters into the Additional Customer Contract with the counterparty thereto following the Closing Date but prior to the date that is six months after the Closing Date, then the Buyer shall, within five (5) Business Days of the execution thereof, issue to the Seller the Buyer Additional Shares by delivery of a stock certificate issued in the name of the Seller representing such Buyer Additional Shares. (b) For purposes of this Agreement: (i) The term "Contracts Capital Expenditures" means a reimbursement in an amount of cash equal to the balancelesser of (A) $10 million and (B) the aggregate amount of capital expenditures (including amounts that may be attributable to non-capital related items purchased in connection with capital items such as operating system software and pre-paid maintenance for computer server purchases as well as any shipping costs and Taxes related to such capital expenditures, if anybut only to the extent reflected in Schedule 2(b)(i) as supplemented from time to time), of the Remaining Purchase Price not actually paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed or accrued as an accounts payable prior to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends by the Seller or the like Company exclusively in connection with servicing any of the New Contracts. No later than five Business Days before the Closing Date, the Seller shall deliver to the Buyer (I) a certificate executed by an authorized officer of the Seller that may occur during sets forth in reasonable detail the calculation of the aggregate Contracts Capital Expenditures, and (II) reasonable back-up documentation related to such period)Contracts Capital Expenditures. Schedule 2(b)(i) sets forth an estimate of the Contracts Capital Expenditures that have been incurred by the Seller or the Company prior to the date hereof. Such Schedule 2(b)(i) shall be updated and delivered to Buyer immediately prior to the Closing Date.