Purchase Price and Adjustments. As consideration for the sale of the Assets from the Seller to Buyer, subject to Section 6.3, Buyer shall pay to the Seller, in cash the total for this property as reflected on Exhibit C in immediately available funds subject to adjustment as provided herein, pursuant to written instructions provided and signed by the Seller to Buyer (collectively, the “Purchase Price”), with the Purchase Price provided herein and the purchase price contained in the Other Agreements aggregating a total purchase price paid by Buyer of $2,450,000.
Purchase Price and Adjustments. 2.2.1 Subject to the other terms and conditions of this Agreement, the total purchase price for the Equity Interests (the “Purchase Price”) shall consist of the items set forth in Section 2.2.2 of which $10,000 shall be allocated to the Restrictive Covenants in Section 9.5 hereof and the balance to the purchase of the Equity Interests.
2.2.2 The Purchase Price shall be paid as follows:
2.2.2.1 The Buyer shall pay (the “Closing Date Payment”) to Shareholder, by wire transfer on the Closing Date, an aggregate amount equal to Ten Million Dollars and Zero Cents ($10,000,000.00) (a) less obligations of the Companies under any employee retention or bonus plan or to satisfy any severance, parachute or employee closing bonuses (if any) or other obligations that are accelerated as a result of the Transaction (but only as to employees related to the Business as to NDTC), (b) less satisfaction of any and all outstanding Obligations as of the Closing Date of the Companies (but only such Obligations of NDTC related to the Business) to the Shareholder or to Related Parties of the Shareholder or NDTC (the “Company Obligations”), (c) less satisfaction of any and all Obligations of CBH and NDTC (relating to the Business) constituting long term debt (including the current portion of any long term debt) as of the Closing Date, and (d) less any of the Companies’ and Shareholder’s Obligations for costs and expenses associated with the Transaction, including legal, accounting and investment banking fees.
2.2.2.2 The Buyer shall deliver to the Shareholder an unsecured, subordinated promissory note (the “Note”) in aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) or such lesser amount as adjusted as set forth herein and being in the form of Note attached as Exhibit 2.2.2.2.
2.2.2.3 The Buyer shall issue to the Shareholder a number of shares of its unregistered common stock (the “Common Stock”), equal to $3,000,000 divided by the arithmetic average of the closing sales price per share of Buyer’s Common Stock as reported on the NASDAQ market for the 10 trading days immediately preceding the Closing Date. The Common Stock shall be deposited with Buyer on the Closing Date and be held pursuant to the terms of the Pledge Agreement by Buyer as security for any Losses under Section 10, such Pledge Agreement to be in the form of Exhibit 2.2.2.3(a). The Shareholder shall be provided certain registration rights with respect to Common Stock in accordance with the ...
Purchase Price and Adjustments. 5.1 The Initial Share Purchase Price paid by the Buyer to the Seller at Completion in accordance with Clause 4.4 (a) shall be subject to adjustment herein so that the Final Share Purchase Price payable by the Buyer to the Seller hereunder shall accordingly be:
(a) Fifty per cent of the sum of:
(i) Enterprise Value;
(ii) plus the Actual Cash;
(iii) plus the Intercompany Amount (if a positive number) or minus the Intercompany Amount (if a negative number);
(iv) minus the Preference Purchase Price;
(v) minus the AFRA;
(vi) minus the Tax Deduction;
(vii) plus the Completion Date Working Capital Adjustment (if a positive number) or minus the Completion Date Working Capital Adjustment (if a negative number). in each case shall be determined in accordance with Schedule 5.
5.2 The Parties agree that following Completion the Completion Accounts shall be prepared as soon as practicable and, in any event, within the time periods prescribed by, and in accordance with, the provisions of Schedule 5. Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions Schedule 5:
(a) If the Final Share Purchase Price is higher than the Initial Share Purchase Price, the Buyer shall pay to the Seller an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and.
(b) If the Final Share Purchase Price is lower than the Initial Share Purchase Price, the Seller shall pay to the Buyer an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment.
5.3 The Final Share Purchase Price shall be apportioned among the Target Ordinary Shares and the UK Progco Shares as set out in Schedule 8.
5.4 The Estimated Finance Amount paid by the Buyer to the Seller at Completion is subject to adjustment and accordingly within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions of Schedule 5 if the AFRA:
(a) is greater than the Estimated Financing Amount, the Buyer shall pay to the Seller an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and
(b) is less than the Estimated Financing Amount, the Seller shall pay to the Buyer an amount equal to the...
Purchase Price and Adjustments. Subject to the terms and conditions of Section 3.3, the initial purchase price of the Acquired Interests shall consist of an amount of fifteen million dollars ($15,000,000) (the “Initial Purchase Price”), of which:
(i) nine million thirteen thousand nine hundred eighteen dollars ($9,013,918) shall be payable on the Closing Date by GHBV to the Seller by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “C2C Sale Share Closing Payment”);
(ii) three million fifty thousand three hundred ninety eight dollars ($3,050,398) shall be payable on the Closing Date by GBVI to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evocomm Assets Closing Payment”);
(iii) three hundred one thousand six hundred eighty eight dollars ($301,688) shall be payable on the Closing Date by GHBV to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evosat Sale Share Closing Payment”, and the Evosat Sale Share Closing Payment, together with the Evocomm Assets Closing Payment and the C2C Sale Share Closing Payment being collectively referred to as the “Closing Payment”);
(iv) three hundred eighty three thousand nine hundred ninety nine dollars ($383,996) shall be payable on the Closing by the Seller to C2C by wire transfer of immediately available funds from the Notarial Third Party Account in respect of outstanding debt owed by the Seller to C2C; and
(v) two million two hundred fifty thousand ($2,250,000) dollars (the “Representations and Warranties Escrow Amount”) shall be deposited in an escrow account (the “Representations and Warranties Escrow Account”) with Xxxxx Stagnetto Xxxxx (Barristers and Solicitors), as escrow agent (the “Representations and Warranties Escrow Agent”) pursuant to the escrow agreement, dated the Closing Date, attached as Exhibit C hereto (the “Representations and Warranties Escrow Agreement”) to secure the indemnification obligations of the Seller to the Buyer Parties for any breach of representations, warranties and covenants under this Agreement and the transactions contemplated hereunder.
Purchase Price and Adjustments. (a) The purchase price (the “Purchase Price”) for the Subject Interest shall be $13,095,362 (as such amounts may be adjusted in accordance with this Purchase Agreement). The Purchase Price shall be paid at the Closing in immediately available funds by wire transfer to a bank account designated by Seller.
(b) The Purchase Price shall be (i) increased on a dollar-for-dollar basis by any Capital Contributions made by Seller, on or after the Signing Date but prior to the Closing Date, and (ii) reduced (but not below zero) on a dollar-for-dollar basis by any Proceeds received on or after the Signing Date but prior to the Closing Date.
(c) Schedule 2.2(c) sets forth a description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date. Seller shall deliver to Buyer:
(i) no later than 15 Business Days prior to the Closing Date, Schedule 2.2(c), together with reasonable supporting documentation setting forth a description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date and prior to the date of such Schedule 2.2(c), and the Purchase Price shall be adjusted in accordance with the provisions of Section 2.2(b) to take into account the Capital Contributions and Proceeds included on such Schedule 2.2(c); and
(ii) on the Closing Date (as defined below), a revised Schedule 2.2(c), together with reasonable supporting documentation setting forth an updated description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date and prior to the Closing Date, and the Purchase Price shall be adjusted in accordance with the provisions of Section 2.2(b) to take into account the Capital Contributions made by Seller and Proceeds received with respect to such Subject Interest on or after the date of the updated Schedule delivered pursuant to Section 2.2(c)(i) and prior to the Closing Date.
Purchase Price and Adjustments. The Purchase Price, the number of Units of Preferred Stock covered by each Right and the number of Rights outstanding are subject to adjustment from time to time, as provided in this Section 11:
(i) In the event the Company shall at any time after November 17, 1998 (A) declare a dividend on the Preferred Stock payable in Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding shares of Preferred Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification.
(ii) In the event any Person shall become an Acquiring Person or an Adverse Person, proper provision shall be made so that each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Units of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Units of Preferred Stock of the Company as shall equal the result obtained by (A) multiplying the then current Purchase Price by the then number of Units of Preferred Stock for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Preferred Stock (determined pursuant to Section 11(d)) on the date such Person became an Acquiring Person or an Adverse Person. Notwithstanding the foregoing, from and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by an Acquiring Person ...
Purchase Price and Adjustments. Section 3.1 Purchase Price 15 Section 3.2 Interim Financial Information 16 Section 3.3 Closing Statement and Closing Payment 16
Purchase Price and Adjustments. EXCISE AND PROPERTY TAXES; DEPOSIT......................... 7 3.1
Purchase Price and Adjustments. Corporate Trust Closing Payment.............................35 Section 4.2 Corporate Trust Post-Closing Payment........................35 Section 4.3 Banking Closing Payment.....................................37 Section 4.4 Banking Post-Closing Payment................................38 Section 4.5 Adjustment to Payments for Expenses, Prepayments and Fees...40 Section 4.6
Purchase Price and Adjustments. Section 2.2(a) of the Stock Purchase Agreement shall be deleted in its entirety and replaced with the following:
(a) The aggregate consideration payable by Purchaser to Seller for the Shares (the “Purchase Price”) shall consist of $257,269,130.00 (the “Base Purchase Price”) plus or minus, as the case may be, the difference between the Net Working Capital as of the Effective Date and the Net Working Capital as of the Balance Sheet Date. For the avoidance of doubt, if Net Working Capital as of the Effective Date is greater than the Net Working Capital as of the Balance Sheet Date, then the difference shall be added to the Base Purchase Price. If Net Working Capital as of the Balance Sheet Date is greater than the Net Working Capital as of the Effective Date, then the difference shall be subtracted from the Base Purchase Price. In addition, the Base Purchase Price shall be subject to adjustment as provided in Sections 2.2(b), 2.2(c), 2.2(d), 2.2(e), 3.4, 6.15 and 9.2.”
