Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. (a) The aggregate consideration payable for the Shares and the Purchased Assets shall consist of the sum of (A) the Premium (as adjusted pursuant to Section 2.10), plus (B) the product of (1) Final Book Value multiplied by (2) the Fixed Exchange Rate, plus (C) the assumption of the Assumed Liabilities (collectively, the “Purchase Price”). At the Closing the Purchaser shall pay to Deutsche Bank an amount in cash equal to the sum of (A) the Premium (as reduced by the delivery of Purchaser Common Stock pursuant to Section 2.11), less (B) the product of (1) the Holdback Amount multiplied by (2) the Fixed Exchange Rate, plus (C) the product of (1) the Estimated Book Value multiplied by (2) the Fixed Exchange Rate (such amount being the “Closing Date Cash Payment”). (b) The Purchase Price and any subsequent adjustments to the Purchase Price shall be allocated among the Shares and the Purchased Assets in accordance with Section 1060 of the Code, the Regulations issued thereunder and Schedule 2.04(b) (the “Allocation Method”). Not less than five (5) Business Days before the Closing Date, Deutsche Bank shall deliver to the Purchaser a proposed allocation of the Closing Date Cash Payment and each Local Closing Date Cash Payment, which proposed allocation shall be consistent with Schedule 2.04(b). Except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local, or non-United States law), the Purchaser and Deutsche Bank agree that the transactions contemplated in this Agreement will be reported for all Tax purposes in a manner consistent with the terms of this Agreement, including Schedule 2.04(b) and the allocation under this Section 2.04(b) (to the extent agreed to by the Parties pursuant to Section 2.04(c)), and that neither of them (nor any of their Affiliates) will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation or otherwise. (c) Within 60 days after the Closing Date, Deutsche Bank will provide to the Purchaser a copy of its proposed allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares in a manner consistent with Schedule 2.04(b) (the “Proposed Allocation”). If the Purchaser disputes the Proposed Allocation, the Purchaser will give Deutsche Bank a written notice of such dispute (the “Allocation Dispute Notice”) within 30 days after receipt of the Proposed Allocation setting forth the matters in dispute and the specific grounds for such dispute. If Purchaser does not provide Deutsche Bank with such Allocation Dispute Notice within such 30 day period, Purchaser will be deemed to have agreed to, and accepted, the Proposed Allocation. Deutsche Bank and the Purchaser will endeavor in good faith to resolve any dispute within 30 days after Deutsche Bank’s receipt of the Alloation Dispute Notice. If Deutsche Bank and Purchaser are unable in good faith to resolve any such dispute with respect to the Proposed Allocation within 30 days after Deutsche Bank’s receipt of the Allocation Dispute Notice (and in no event later than at least 10 days before the last day for filing IRS Form 8594 (or any similar form required to be filed under state, local or non-United States law)), Deutsche Bank and Purchaser agree to each use its own allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares; provided, however that each such allocation of Deutsche Bank and Purchaser is consistent with Schedule 2.04(b). The allocation of any subsequent adjustments to the Purchase Price or any Local Purchase Price shall be determined in a manner consistent with this subsection. (d) In the event that applicable Law requires the allocation of a Local Purchase Price prior to the dates contemplated by Section 2.04, the Parties will endeavor in good faith to finalize the allocation of such Local Purchase Price within the period required by such applicable Law. (e) Solely for purposes of Sections 2.04(b), (c) and (d), in the event the Purchaser elects, in accordance with Section 2.11 hereof, to pay the Premium in the form of a combination of cash and shares of Purchaser Common Stock, the Purchaser shall notify Deutsche Bank no later than three Business Days prior to the Closing what portion, if any, of each Local Closing Date Cash Payment will consist of shares of Purchaser Common Stock.

Purchase Price; Allocation of Purchase Price. (a) The aggregate consideration payable for Subject only to any adjustment that may occur in accordance with Section 2.7, Buyer shall pay to Sellers on the Shares and the Purchased Assets shall consist of Closing Date the sum of Eleven Million Six Hundred Thousand Dollars (A$11,600,000) the Premium (as adjusted pursuant to Section 2.10), plus (B) the product of (1) Final Book Value multiplied by (2) the Fixed Exchange Rate, plus (C) the assumption of the Assumed Liabilities (collectively, the “Purchase Price”). At the Closing the Purchaser shall pay to Deutsche Bank an amount in cash equal to the sum of (A) the Premium (as reduced by the delivery of Purchaser Common Stock pursuant to Section 2.11), less (B) the product of (1) the Holdback Amount multiplied by (2) the Fixed Exchange Rate, plus (C) the product of (1) the Estimated Book Value multiplied by (2) the Fixed Exchange Rate (such amount being the “Closing Date Cash Payment”). (b) In addition to the Closing Payment, Buyer will also pay to Sellers (i) an additional sum of Eleven Million Five Hundred Thousand Dollars ($11,500,000) (“Contingent Purchase Price”) and (ii) an additional sum of One Million Dollars ($1,000,000) (“Milestone Payment”), on the terms set forth below. (i) The Contingent Purchase Price will be paid quarterly to Sellers in sixteen (16) equal installments of approximately Seven Hundred Eighteen Thousand Seven Hundred Fifty Dollars ($718,750) beginning with the first such payment to be made on or before December 31, 2011 and ending with the last such payment to be made on or before September 30, 2015 (the period from October 1, 2011 through September 30, 2015 shall hereinafter be referred to as the “Contingent Payment Period”). Notwithstanding the immediately preceding sentence, no portion of the Contingent Purchase Price will be due and owing to Sellers for any subsequent adjustments period of time during the Contingent Payment Period that any pharmaceutical dosage product (other than any authorized generic product introduced by Buyer, its Affiliates or by any third party with the approval, consent or aid of Buyer and/or its Affiliates) that is AB-rated to Product (“AB-Rated Competitive Product”) is approved and commercially available for sale in the United States, and the total amount of the Contingent Purchase Price otherwise due hereunder to Sellers will be reduced in proportion to the amount of time during the Contingent Payment Period that any such AB-Rated Competitive Product is commercially available in the United States. If any AB-Rated Competitive Product is available to the commercial market in the United States during only a portion of any calendar quarter occurring during the Contingent Payment Period, the Contingent Purchase Price payment otherwise due to Sellers on or before the end of such calendar quarter shall be prorated so that Sellers are paid that fraction of the Contingent Purchase Price payment due on or before the end of such calendar quarter which bears the same proportion as the fraction of such calendar quarter during which such AB-Rated Competitive Product is not commercially available in the United States. (ii) Buyer will pay Sellers the Milestone Payment if Buyer’s net sales of Product during any twelve-month period occurring during the Contingent Payment Period exceeds $15,000,000. The Milestone Payment will be made by Buyer to Sellers within forty five (45) days of the end of the first such twelve-month period that elapses and will be paid only once. For the purposes of the Milestone Payment, “net sales of Product” shall mean gross sales of Product less wholesalers fees and discounts and product rebates, and gross sales of Product shall mean Product billed to customers (including, without limitation, any distributors or wholesalers) by Buyer or anyone on behalf of Buyer. (c) The Purchase Price shall be allocated by Sellers and their Affiliates among the Shares and the Purchased Assets as of the Closing Date in accordance with Section 1060 of the Code, the Regulations issued thereunder Code and Schedule 2.04(b) specifically as set forth on Exhibit F (the “Allocation MethodAllocation”). Not less than five (5) Business Days before the Closing Date, Deutsche Bank shall deliver Any subsequent adjustments to the Purchaser a proposed allocation sum of the Closing Date Cash Payment Purchase Price and each Local Closing Date Cash Payment, which proposed allocation Assumed Liabilities shall be reflected in the Allocation by Sellers and their Affiliates in a manner consistent with Schedule 2.04(b)Section 1060 of the Code. Except as otherwise Sellers and Buyer undertake and agree timely to file any information that may be required by applicable Law or to be filed pursuant to a “determination” under Section 1313(a) 1060 of the Code (or any comparable provision and shall use the Allocation in connection with the preparation of stateIRS Form 8594 as such form relates to the transaction contemplated by this Agreement. Each of Sellers and Buyer agree to cooperate with the other in preparing IRS Form 8594, localand to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its filing due date. For all Tax purposes, or non-United States law), the Purchaser Sellers and Deutsche Bank Buyer agree that the transactions contemplated in by this Agreement will shall be reported for all Tax purposes in a manner consistent with the terms of this Agreement, including Schedule 2.04(b) and the allocation under this Section 2.04(b) (to the extent agreed to by the Parties pursuant to Section 2.04(c))Allocation, and that neither of them (will take, nor any of their Affiliates) will take either permit its Affiliates to take, any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation litigation, or otherwise. (c) Within 60 days after the Closing Date, Deutsche Bank will provide to the Purchaser a copy of its proposed allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares in a manner consistent with Schedule 2.04(b) (the “Proposed Allocation”). If the Purchaser disputes the Proposed Allocation, the Purchaser will give Deutsche Bank a written notice of such dispute (the “Allocation Dispute Notice”) within 30 days after receipt of the Proposed Allocation setting forth the matters in dispute and the specific grounds for such dispute. If Purchaser does not provide Deutsche Bank with such Allocation Dispute Notice within such 30 day period, Purchaser will be deemed to have agreed to, and accepted, the Proposed Allocation. Deutsche Bank and the Purchaser will endeavor in good faith to resolve any dispute within 30 days after Deutsche Bank’s receipt of the Alloation Dispute Notice. If Deutsche Bank and Purchaser are unable in good faith to resolve any such dispute with respect to the Proposed Allocation within 30 days after Deutsche Bank’s receipt of the Allocation Dispute Notice (and in no event later than at least 10 days before the last day for filing IRS Form 8594 (or any similar form required to be filed under state, local or non-United States law)), Deutsche Bank and Purchaser agree to each use its own allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares; provided, however that each such allocation of Deutsche Bank and Purchaser is consistent with Schedule 2.04(b). The allocation of any subsequent adjustments to the Purchase Price or any Local Purchase Price shall be determined in a manner consistent with this subsection. (d) In the event that applicable Law requires the allocation Allocation is disputed by any Governmental Authority having jurisdiction over the assessment, determination, collection, or other imposition of a Local Purchase Price prior to the dates contemplated by Section 2.04any Taxes, the Parties will endeavor party receiving notice of the dispute shall promptly notify the other party hereto, and Sellers and Buyer agree to use their commercially reasonable efforts to defend such Allocation in good faith to finalize the allocation of such Local Purchase Price within the period required by such applicable Lawany audit or similar proceeding. (e) Solely for purposes of Sections 2.04(b), (c) and (d), in the event the Purchaser elects, in accordance with Section 2.11 hereof, to pay the Premium in the form of a combination of cash and shares of Purchaser Common Stock, the Purchaser shall notify Deutsche Bank no later than three Business Days prior to the Closing what portion, if any, of each Local Closing Date Cash Payment will consist of shares of Purchaser Common Stock.

Purchase Price; Allocation of Purchase Price. (a) The aggregate consideration payable Subject to any adjustments pursuant to Section 2.03(b), the purchase price for the Shares Assets (excluding the purchase price for Sellers' Owned Real Property, which is specified in, and shall be paid pursuant to the Purchased Assets terms and subject to the conditions of, Sellers' Real Property Agreements) (the "Purchase Price"), shall consist of the sum of following: (Ai) an amount (the Premium (as adjusted pursuant to Section 2.10), plus (B) the product of (1) Final Book Value multiplied by (2) the Fixed Exchange Rate, plus (C) the assumption of the Assumed Liabilities (collectively, the “"Base Purchase Price”). At the Closing the Purchaser shall pay to Deutsche Bank an amount in cash ") equal to the sum of (A) the Premium (as reduced by the delivery of Purchaser Common Stock pursuant to Section 2.11), less $25,000,000 plus (B) the product aggregate amount, if any, by which the Base Purchase Price is to be increased as of (1) the Holdback Amount multiplied by (2) the Fixed Exchange Rate, plus (C) the product of (1) the Estimated Book Value multiplied by (2) the Fixed Exchange Rate (such amount being the “Closing Date Cash Payment”pursuant to Section 5.10 (the Purchaser shall pay a portion of this cash amount directly to Nationsbank of Tennessee, N.A. and any other lenders of the Sellers (other than lessors) who have liens on the Assets (the "Lenders") in an amount sufficient to pay all of the Sellers' loan obligations to the Bank and such other lenders (the "Payoff Amounts")); (ii) 100,000 Common Shares (the "RBA Shares") of RBA (appropriately adjusted for any stock dividend, split or combination prior to the Closing Date); (iii) Warrants (the "Warrants") to purchase 400,000 Common Shares of RBA (appropriately adjusted for any stock dividend, split or combination prior to the Closing Date), in substantially the form of Exhibit F, exercisable until the second anniversary of the Closing Date hereof at an exercise price per share equal to the closing price of the Common Shares on the New York Stock Exchange on the date of this Agreement (or, if not a Business Day, on the immediately preceding Business Day); and (iv) an amount equal to the prepaid rent, prepaid expenses and deposits transferred to Purchaser, as set forth on Schedule to be provided in a Schedule by the Sellers to the Purchaser three business days before the Closing Date, subject to adjustment until the Closing (the "Prepaids"). (b) The If any election under 5.10 is made by the Purchaser three Business Days prior to the Closing, the Purchase Price shall be increased by the aggregate Book Value (set forth in Schedule 3.08) of any Seller-owned Tangible Personal Property purchased by the Purchaser as a result of such election and the aggregate amount of any prepaid rent, security or similar deposits made by the Sellers under any Leases assigned to the Purchaser as a result of such election (which prepaid rent, security or similar deposits shall be assigned to the Purchaser). With respect to any such Tangible Personal Property transferred to the Purchaser after the Closing or any such Leases assumed by the Purchaser after Closing, such additional amounts shall be paid after Closing in accordance with Section 5.10. (c) The parties agree that, for U.S. Tax purposes, the Purchase Price shall be allocated as of the Closing Date among the Assets in accordance with Schedule 2.03(c) and Internal Revenue Code Section 1060 and Treasury Regulations thereunder and they shall file such Tax returns and forms as required reflecting such allocation of the Purchase Price. Any subsequent adjustments to the Purchase Price pursuant to Section 2.03(b) shall be allocated among reflected in the Shares and the Purchased Assets in accordance with Section 1060 of the Code, the Regulations issued thereunder and Schedule 2.04(b) (the “Allocation Method”). Not less than five (5) Business Days before the Closing Date, Deutsche Bank shall deliver to the Purchaser a proposed allocation of the Closing Date Cash Payment and each Local Closing Date Cash Payment, which proposed allocation shall be consistent with Schedule 2.04(b). Except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local, or non-United States law), the Purchaser and Deutsche Bank agree that the transactions contemplated in this Agreement will be reported for all Tax purposes hereunder in a manner consistent with the terms of this Agreement, including Schedule 2.04(b) and the allocation under this Treasury Regulation Section 2.04(b) (to the extent agreed to by the Parties pursuant to Section 2.04(c1.1060-1T(f)), and that neither of them (nor any of their Affiliates) will take any position inconsistent therewith in . No party hereto shall file any Tax Return, in any refund claim, in any litigation return or otherwise. (c) Within 60 days after the Closing Date, Deutsche Bank will provide to the Purchaser form or take a copy of its proposed allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares in position with a manner consistent with Schedule 2.04(b) (the “Proposed Allocation”). If the Purchaser disputes the Proposed Allocation, the Purchaser will give Deutsche Bank a written notice of such dispute (the “Allocation Dispute Notice”) within 30 days after receipt of the Proposed Allocation setting forth the matters in dispute and the specific grounds for such dispute. If Purchaser does not provide Deutsche Bank Tax authority that is inconsistent with such Allocation Dispute Notice within such 30 day period, Purchaser will be deemed to have agreed to, and accepted, the Proposed Allocation. Deutsche Bank and the Purchaser will endeavor in good faith to resolve any dispute within 30 days after Deutsche Bank’s receipt of the Alloation Dispute Notice. If Deutsche Bank and Purchaser are unable in good faith to resolve any such dispute with respect to the Proposed Allocation within 30 days after Deutsche Bank’s receipt of the Allocation Dispute Notice (and in no event later than at least 10 days before the last day for filing IRS Form 8594 (or any similar form required to be filed under state, local or non-United States law)), Deutsche Bank and Purchaser agree to each use its own allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares; provided, however that each such allocation of Deutsche Bank and Purchaser is consistent with Schedule 2.04(b). The allocation of any subsequent adjustments to the Purchase Price or any Local Purchase Price shall be determined in a manner consistent with this subsectionallocation. (d) In the event that applicable Law requires the allocation of a Local Purchase Price prior to the dates contemplated by Section 2.04, the Parties will endeavor in good faith to finalize the allocation of such Local Purchase Price within the period required by such applicable Law. (e) Solely for purposes of Sections 2.04(b), (c) and (d), in the event the Purchaser elects, in accordance with Section 2.11 hereof, to pay the Premium in the form of a combination of cash and shares of Purchaser Common Stock, the Purchaser shall notify Deutsche Bank no later than three Business Days prior to the Closing what portion, if any, of each Local Closing Date Cash Payment will consist of shares of Purchaser Common Stock.

Purchase Price; Allocation of Purchase Price. (a) The aggregate consideration payable purchase price for the Shares sale and transfer of the Purchased Assets (“Purchase Price”) shall consist of the sum of be in U.S. dollars and shall be (Ai) the Premium Thirty-Seven Million Dollars (as adjusted pursuant to Section 2.10$37,000,000.00), plus (Bii) the product of Inventory Value (1as determined in Section 2.7(a) Final below) and the Book Value multiplied by of the Acquired Accounts Receivable of Sellers, minus (2iii) the Fixed Exchange Rate, plus (C) the assumption aggregate dollar amount of the Post-Petition Payables and the Accrued Expenses; provided, however, the Post-Petition Payables and Accrued Expenses shall be calculated and determined in the same manner as the Statement of Current Assumed Liabilities (collectively, the “Purchase Price”). At the Closing the Purchaser shall pay to Deutsche Bank an amount in cash equal attached to the sum of (A) the Premium (as reduced by the delivery of Purchaser Common Stock pursuant to Section 2.11), less (B) the product of (1) the Holdback Amount multiplied by (2) the Fixed Exchange Rate, plus (C) the product of (1) the Estimated Book Value multiplied by (2) the Fixed Exchange Rate (such amount being the “Closing Date Cash Payment”)Balance Sheet. (b) At the Closing, Purchaser shall deliver the Purchase Price as follows: (i) the lesser of Fifty-Five Million Dollars ($55,000,000.00) or the Purchase Price, in cash, by wire transfer of immediately available federal funds to a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Closing Date by First American Title Insurance Company (“Disbursement Agent”), for further disbursement by Disbursement Agent in accordance with the provisions of this Agreement, which amount shall be reduced by the amount of the Good Faith Deposit paid to Sellers as a credit against the Purchase Price in accordance with Section 2.8(b); and (ii) if the Purchase Price exceeds Fifty-Five Million Dollars, such excess shall be evidenced by a promissory note in the original principal amount of such excess, bearing interest at 8% per annum, payable in eight (8) equal quarterly installments of principal (plus accrued interest to the date of each payment), with no prepayment penalties. Notwithstanding the due dates described in the previous sentence, for any quarterly installments that are otherwise due and payable during the calendar year 2012 and during the month of January 2013, payment of such quarterly installments shall be deferred until February 1, 2013, whereupon all such deferred payments (with interest accrued thereon) shall be due and payable. The remaining quarterly installments shall continue and shall be due and payable commencing with the then next regularly-scheduled quarterly installment then due on or following February 1, 2013. Said remaining quarterly installments shall be payable on the first (1st) day of the calendar month of the applicable quarter. By way of example, if Closing occurs in May 2012, then quarterly installments would otherwise be due September 1, 2012 (deferred to February 1, 2013 as described above), December 1, 2012 (deferred to February 1, 2013 as described above), March 1, 2013, June 1, 2013, September 1, 2013, December 1, 2013, March 1, 2014, with the remainder of principal and accrued interest then due and payable (in full) on the second anniversary of the Closing Date (the “Purchase Note”). The Purchase Note shall be governed in accordance with Georgia law and shall be subject to the Intercreditor Agreement and the Guaranty. (c) Purchaser and Sellers agree that the Purchase Price and any subsequent adjustments to the Purchase Price applicable Assumed Liabilities shall be allocated among the Shares and the Purchased Assets in accordance with Section 1060 of the Code, Code and the Regulations issued regulations thereunder and Schedule 2.04(b2.6(c) hereof (the “Allocation Method”such schedule to be determined jointly by Purchaser and Sellers prior to Closing). Not less than five (5) Business Days before Each of Purchaser and Sellers agrees to provide the Closing Date, Deutsche Bank shall deliver other promptly with any other information required to the Purchaser a proposed allocation of the Closing Date Cash Payment and each Local Closing Date Cash Payment, which proposed complete Schedule 2.6(c). Such allocation shall be consistent binding on Purchaser and Sellers for all purposes, including the reporting of gain or loss and determination of basis for income tax purposes, and each of the parties hereto agrees that it will file a statement (on IRS Form 8594 or other applicable form) setting forth such allocation with Schedule 2.04(b). Except its federal and applicable state income tax returns and will also file such further information or take such further actions as otherwise required by applicable Law or may be necessary to comply with the Treasury Regulations that have been promulgated pursuant to a “determination” under Section 1313(a) 1060 of the Code (or any comparable provision of state, local, or non-United States law), the Purchaser and Deutsche Bank agree that the transactions contemplated in this Agreement will be reported for all Tax purposes in a manner consistent with the terms of this Agreement, including Schedule 2.04(b) similar applicable state Laws and the allocation under this Section 2.04(b) (to the extent agreed to by the Parties pursuant to Section 2.04(c)), and that neither of them (nor any of their Affiliates) will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation or otherwiseregulations. (c) Within 60 days after the Closing Date, Deutsche Bank will provide to the Purchaser a copy of its proposed allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares in a manner consistent with Schedule 2.04(b) (the “Proposed Allocation”). If the Purchaser disputes the Proposed Allocation, the Purchaser will give Deutsche Bank a written notice of such dispute (the “Allocation Dispute Notice”) within 30 days after receipt of the Proposed Allocation setting forth the matters in dispute and the specific grounds for such dispute. If Purchaser does not provide Deutsche Bank with such Allocation Dispute Notice within such 30 day period, Purchaser will be deemed to have agreed to, and accepted, the Proposed Allocation. Deutsche Bank and the Purchaser will endeavor in good faith to resolve any dispute within 30 days after Deutsche Bank’s receipt of the Alloation Dispute Notice. If Deutsche Bank and Purchaser are unable in good faith to resolve any such dispute with respect to the Proposed Allocation within 30 days after Deutsche Bank’s receipt of the Allocation Dispute Notice (and in no event later than at least 10 days before the last day for filing IRS Form 8594 (or any similar form required to be filed under state, local or non-United States law)), Deutsche Bank and Purchaser agree to each use its own allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares; provided, however that each such allocation of Deutsche Bank and Purchaser is consistent with Schedule 2.04(b). The allocation of any subsequent adjustments to the Purchase Price or any Local Purchase Price shall be determined in a manner consistent with this subsection. (d) In the event that applicable Law requires the allocation of a Local Purchase Price prior to the dates contemplated by Section 2.04, the Parties will endeavor in good faith to finalize the allocation of such Local Purchase Price within the period required by such applicable Law. (e) Solely for purposes of Sections 2.04(b), (c) and (d), in the event the Purchaser elects, in accordance with Section 2.11 hereof, to pay the Premium in the form of a combination of cash and shares of Purchaser Common Stock, the Purchaser shall notify Deutsche Bank no later than three Business Days prior to the Closing what portion, if any, of each Local Closing Date Cash Payment will consist of shares of Purchaser Common Stock.