Common use of Purchase and Sale of the Equity Interests Clause in Contracts

Purchase and Sale of the Equity Interests. (i) At the Closing, upon the terms and subject to the conditions of this Agreement, Seller will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from Seller, the Equity Interests of each Target Entity set forth beside such Target Entity’s name in Section 2.1(a)(i) of the Seller Disclosure Schedule free and clear of all Encumbrances as contemplated in this Article II. (ii) In consideration for the Equity Interests, Purchaser shall pay to Seller an aggregate amount in cash equal to (A) $110 million (the “Base Purchase Price”) minus (B) the amount of Estimated Indebtedness, (C) (1) plus the amount, if any, by which Estimated Closing Working Capital (after giving effect to the Pre-Closing Dividend) exceeds Target Working Capital or (2) minus the amount, if any, by which Target Working Capital exceeds Estimated Closing Working Capital (after giving effect to the Pre-Closing Dividend), (D) minus the amount of Estimated Transaction Expenses (such aggregate amount payable to Seller at Closing pursuant to this Section 2.1(a)(ii), the “Estimated Purchase Price”, and as adjusted pursuant to Section 2.3, the “Purchase Price”). At the Closing; (A) subject to Section 2.6(d), Purchaser shall pay to Seller an aggregate amount in cash equal to the Estimated Purchase Price minus the Escrow Amount (the “Closing Payment”); and (B) Purchaser shall deposit with the Escrow Agent, the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”, to be held for a period of eighteen (18) months following the Closing Date in accordance with the terms of the Escrow Agreement for the purpose of securing certain indemnification obligations as set forth in this Agreement.

Purchase and Sale of the Equity Interests. (ia) At Subject to the terms and conditions set forth herein, at the Closing, upon the terms and subject Sellers shall sell to the conditions of this Agreement, Seller will sell, transfer, assign, convey and deliver to PurchaserBuyer, and Purchaser will Buyer shall purchase and accept from Sellerthe Sellers, the Equity Interests of each Target Entity set forth beside such Target Entity’s name in Section 2.1(a)(i) of for the Seller Disclosure Schedule Purchase Price, free and clear of any and all Encumbrances as contemplated in this Article II(other than Encumbrances arising under securities Laws or Encumbrances created by Buyer). (iib) In consideration the aggregate purchase price for the Equity Interests, Purchaser Interests shall pay to Seller an aggregate amount in cash equal to (A) provisionally be set forth at $110 million 10,250,000 (the “Base Purchase Price”) minus (B) the amount of Estimated Indebtedness, (C) (1) plus the amount, if any, by which Estimated Closing Working Capital (after giving effect to the Pre-Closing Dividend) exceeds Target Working Capital or (2) minus the amount, if any, by which Target Working Capital exceeds Estimated Closing Working Capital (after giving effect to the Pre-Closing Dividend), (D) minus the amount of Estimated Transaction Expenses (such aggregate amount payable to Seller at Closing pursuant to this Section 2.1(a)(ii), the “Estimated Purchase Price”, and as adjusted pursuant to Section 2.3, the “Provisional Purchase Price”). At The Provisional Purchase Price shall be paid to the Closing; Sellers net of the Company Closing Debt (Awhich will be repaid from the Company’s cash on hand and, as needed out of the Provisional Purchase Price) and subject to the adjustments pursuant to Section 2.6(d), Purchaser shall pay to Seller an aggregate amount in cash equal to the Estimated 2.04. (c) The Provisional Purchase Price minus the Escrow Amount shall be paid (i) as to $6,250,000.00 at Closing (the “Closing Consideration”), by means of cash consideration US$2,500,000 (the “Initial Cash Consideration”) and the Setoff Consideration; and (ii) as to an amount of $4,000,000.00 in cash following Closing Date (the “Deferred Consideration”). (d) The Provisional Purchase Price shall be (i) decreased by the Company Closing Debt pursuant to Section 2.03; and (ii) increased or decreased as to Net Working Capital in accordance with Section 2.04. The Provisional Purchase Price as adjusted pursuant to the above and ultimately distributable to the Sellers and the Optionees shall be referred to as the “Final Purchase Price”. (e) At Closing, Buyer shall pay the Closing Consideration by paying in cash to the Paying Agent US$2,500,000 for immediate distribution to (i) the creditors with respect to the amount of the Company Closing Debt outstanding after application of the Pre-Closing Cash, (ii) the payees with respect to the Scheduled Transaction Expenses shown on Exhibit C, (iii) the Sellers’ Representative with respect to the Sellers’ Rep Fund Amount; and (iv) the Sellers and Optionees, all as further set forth on the Closing Flow of Funds memo as part of Exhibit C. (f) In addition, at Closing, Buyer shall owe to the Principal Sellers US$3,750,000 as partial consideration for the Majority Shares and shall set that amount off against the amount that the Principal Sellers shall owe to Buyer (in the individual amounts shown on Exhibit C), in consideration for the issuance by Buyer to the Principal Sellers of 3,543 newly issued shares of Buyer (the “Subscribed Shares”), for a subscription price of $1,058.43 per share (which is equal to 905€, at an agreed upon Euro to USD rate of 1.00 € : US$1.1695 (the “Exchange Rate”)), for a total subscription price of US$3,750,000 (which is equal to 3,206,415 € at the Exchange Rate) (such consideration, the “Setoff Consideration”); and (g) The Buyer shall pay the Sellers and the Optionees (under the Option Cancellation and Cash-Out Agreements) the Deferred Consideration, as adjusted pursuant to the provisions of Section 2.05 below, in the estimated amounts (which assume full pay-out of the maximum amounts of consideration and no offsets for working capital adjustments and for indemnity claims) and in the individual percentage allocations set forth in Exhibit F (which take into account the amounts and nature of the consideration distributed at Closing among the Principal Sellers, Minority Shareholders, and Optionees at Closing), consisting of (i) US$2,000,000 on the first anniversary of the Closing Date (the “First Deferred Payment”) and (ii) US$2,000,000 on the second anniversary of the Closing Date (the “Second Deferred Payment”); and (B) Purchaser shall deposit , with such amounts to be deposited with the Escrow AgentPaying Agent (either directly from the Buyer or indirectly through Intesa Sanpaolo S.p.A. (“Intesa”), if the Escrow Amount Bank LCs (such amountor either of them) are used to fund the First Deferred Payment or Second Deferred Payment, including any interest in whole or other in part) for immediate distribution to the Sellers in the amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”, to be held for a period of eighteen (18) months following the Closing Date in accordance with the terms of the Escrow Agreement for the purpose of securing certain indemnification obligations as set forth in this Agreement.on Exhibit C.

Purchase and Sale of the Equity Interests. (ia) At the Closing, upon Subject to the terms and subject to the conditions of in this Agreement, Buyer shall purchase and acquire from Seller will for the Aggregate Consideration, and Seller shall sell, transfer, assign, transfer and convey and deliver to PurchaserBuyer, and Purchaser will purchase and accept from Seller, all of the Equity Interests of each Target Entity set forth beside such Target Entity’s name in Section 2.1(a)(i) of the Seller Disclosure Schedule Interests, free and clear of all Encumbrances Liens other than transfer restrictions arising under federal and state securities laws and Liens created by, or otherwise arising as contemplated a result of any action of, Buyer. (b) In furtherance of the purchase and sale of the Equity Interests, at the Closing: (i) Buyer will: (A) make payment to Seller of an aggregate amount equal to the Estimated Aggregate Closing Consideration, as provided by Seller in this Article IIaccordance with Section 1.02(b), by wire transfer of immediately available funds to the accounts specified by Seller in writing prior to the Closing; (B) deposit $1,395,000 (the “Indemnity Escrow Amount”) by wire transfer of immediately available funds into an escrow account (the “Indemnity Escrow Account”) established pursuant to the escrow agreement attached hereto as Exhibit B (the “Escrow Agreement”) among Buyer, Seller, and the Escrow Agent; (C) deposit $1,070,000 (the “Net Working Capital Escrow Amount”) by wire transfer of immediately available funds into an escrow account (the “Net Working Capital Escrow Account”) established pursuant to the Escrow Agreement to be used, held, and disbursed solely pursuant to Section 1.02(h); and (D) pay, on behalf of the Companies, the Indebtedness, as reported by Seller in accordance with Section 1.02(b), by wire transfer of immediately available funds to the accounts designated by the holders of such Indebtedness in their respective Payoff Letters; provided, however, that all Transaction Expenses described in clauses (ii), (iii) and (iv) of the definition of such term shall be paid at the time provided in the Plan, Benefit Program or Agreement, or other agreement or arrangement establishing such Transaction Expenses. (ii) In consideration for Seller will deliver, or cause to be delivered, to Buyer all of the Equity Interests, Purchaser shall pay to Seller an aggregate amount in cash equal to (A) $110 million (the “Base Purchase Price”) minus (B) the amount of Estimated Indebtedness, (C) (1) plus the amount, if any, by which Estimated Closing Working Capital (after giving effect to the Pre-Closing Dividend) exceeds Target Working Capital or (2) minus the amount, if any, by which Target Working Capital exceeds Estimated Closing Working Capital (after giving effect to the Pre-Closing Dividend), (D) minus the amount of Estimated Transaction Expenses (such aggregate amount payable to Seller at Closing pursuant to this Section 2.1(a)(ii), the “Estimated Purchase Price”, and as adjusted pursuant to Section 2.3, the “Purchase Price”). At the Closing; (A) subject to Section 2.6(d), Purchaser shall pay to Seller an aggregate amount in cash equal to the Estimated Purchase Price minus the Escrow Amount (the “Closing Payment”); and (B) Purchaser shall deposit with the Escrow Agent, the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”, to be held for a period of eighteen (18) months following the Closing Date in accordance with the terms of the Escrow Agreement for the purpose of securing certain indemnification obligations as set forth in this Agreement.