Purchase Price and Closing Payments. 3.1 The purchase price (the “Purchase Price”) shall be equal to the Contribution Value of the Company, which shall be payable: (i) an amount in cash (the “Cash Amount”) equal to 35% of the Contribution Value and (ii) a number of OP Shares (the “OP Shares Amount”) determined by subtracting the Cash Amount from the Contribution Value and then dividing the result by the mid-point of the initial public offering price range of Polar Star REIT’s shares of common stock in the Polar Star REIT IPO (as disclosed on the cover page of the preliminary prospectus that is used at the commencement of the marketing phase of the Polar Star REIT IPO). The OP Shares will be owned by the Seller through a limited partnership, Polar Star LP Co sarl, as described in the Structure Memo attached as Appendix 3.1.
3.2 The Parties shall determine a preliminary purchase price (the “Preliminary Purchase Price”) as soon as reasonably practicable but not less than 5 Business Days prior to the date on which a preliminary prospectus for the Polar Star REIT IPO is first distributed to prospective investors in the Polar Star REIT IPO (the “Commencement of the IPO”). The Preliminary Purchase Price shall be binding upon the parties; provided that the Preliminary Purchase Price shall be subject to adjustment in accordance with Section 8.2
Purchase Price and Closing Payments. 8 Section 3.1
Purchase Price and Closing Payments. Subject to the terms and conditions set forth herein, as consideration for the Interests in the Company:
(i) Purchaser will pay in cash at Closing, by wire transfer of immediately available funds on behalf of the Company, the Estimated Company Indebtedness as set forth on the Estimated Closing Statement.
(ii) Purchaser will pay off in cash at Closing, by wire transfer of immediately available funds on behalf of the Company, the Company Transaction Expenses as set forth on the Estimated Closing Statement.
(iii) Purchaser will pay to the Seller at Closing, by wire transfer of immediately available funds, an amount in cash equal to the Initial Closing Cash Consideration.
Purchase Price and Closing Payments. Section 3.1 Purchase Price........................................... 9 Section 3.2 Post-Closing Purchase Price Adjustment................... 10 Section 3.3 Adjustments to Purchase Price............................ 11
Purchase Price and Closing Payments. Subject to the terms and conditions set forth herein, as consideration for the Shares in the Company:
(i) Purchaser will pay in cash at Closing, by wire transfer of immediately available funds on behalf of the Company, the Estimated Company Indebtedness (other than any loan made pursuant to the Paycheck Protection Program and included on the Company Disclosure Schedule) as set forth on the Estimated Closing Statement.
(ii) Purchaser will pay off in cash at Closing, by wire transfer of immediately available funds on behalf of the Company, the Company Transaction Expenses as set forth on the Estimated Closing Statement.
(iii) Purchaser will (y) pay to each Seller at Closing, by wire transfer of immediately available funds, an amount in cash equal to such Seller’s Pro Rata Portion of the Initial Closing Cash Consideration and (z) cause to be issued to such Seller at Closing, such Seller’s Pro Rata Share of the Stock Consideration, rounded down to the nearest whole number.
Purchase Price and Closing Payments. Subject to the terms and conditions hereof:Payment to Sellers. On the Closing Date, Buyer shall pay to each Seller in cash, an amount equal to (i) the product of (A) such Seller’s Pro Rata Share and (B) the Estimated Equity Value, and less (ii) the product of (A) such Seller’s Escrow Share and (B) the sum of (I) the Total Escrow Amount and (II) the Seller Representative Amount. Payments by Buyer to each Seller under this Section 1.2(a) shall be made by wire transfer of immediately available funds to an account designated by such Seller, as reflected in the Flow of Funds Memo.
Purchase Price and Closing Payments. The aggregate consideration for the Acquired Assets and the Purchased Interests shall be the Buyer Parent Shares, the CFC IPA Cash Purchase Price, the Second Closing Purchase Price and to the extent earned, the CFC IPA Deferred Payments including all Catch-Up Payments which are paid (collectively, the “Purchase Price”).
Purchase Price and Closing Payments. 3.1 The aggregate consideration for the Shares shall be the Purchase Price.
3.2 Subject to clause 3.3 (in the case of the Option Holders only), as between themselves, the Sellers shall be entitled to the Closing Payment in the amount set opposite its or his name in column 5 of parts 1, 2 and 3 of Schedule 1.
3.3 Each Option Holder hereby irrevocably instructs the Buyer to deduct from the Closing Payment to be received by that Option Holder as set out in column (5) of Part 2 or Part 3 of Schedule 1 (as applicable) and the Buyer undertakes to pay to the Company on behalf of the relevant Option Holder, the amount set out against that Option Holder’s name in column 6 of Part 2 or Part 3 of Schedule 1 (as applicable) in satisfaction of the undertaking given by the Option Holder to the Company to pay the Option Exercise Price and the amount of any Option Tax Liability as set out in column 8 of Part 2 of Schedule 1 which arises in respect of the exercise of his Share Option(s) (which for the avoidance of doubt shall be deducted from the proceeds otherwise payable to him on Closing by the Buyer in consideration of the sale of his Option Shares) (in aggregate, the “Option Tax Amount”).
Purchase Price and Closing Payments. 3.1 The purchase price (the “Purchase Price”) shall be equal to the Contribution Value of the Company, which shall be payable: (i) an amount in cash (the “Cash Amount”) equal to 50% of the Contribution Value and (ii) a number of OP Shares (the “OP Shares Amount”) determined by subtracting the Cash Amount from the Contribution Value and then dividing the result by the mid-point of the initial public offering price range of Polar Star REIT’s shares of common stock in the Polar Star REIT IPO (as disclosed on the cover page of the preliminary prospectus that is used at the commencement of the marketing phase of the Polar Star REIT IPO). The OP Shares will be owned by the Seller through a limited partnership, Polar Star LP Co sarl, as described in the Structure Memo attached as Appendix 3.1.
3.2 The Parties shall determine a preliminary purchase price (the “Preliminary Purchase Price”) as soon as reasonably practicable but not less than 5 Business Days prior to the date on which a preliminary prospectus for the Polar Star REIT IPO is first distributed to prospective investors in the Polar Star REIT IPO (the “Commencement of the IPO”). The Preliminary Purchase Price shall be binding upon the parties; provided that the Preliminary Purchase Price shall be subject to adjustment in accordance with Section 8.2 hereof. An example of the calculation of the Preliminary Purchase Price will be included as Appendix 3.2 as soon as possible after signing.
3.3 The Purchase Price shall be paid by the Buyer to the Sellers on the Closing Date as follows:
(a) The Cash Amount shall be paid in cash to such bank accounts which the Sellers shall notify in writing no later than five (5) Business Days prior to the Closing Date.
(b) The OP Shares Amount shall be applied to cover the Subscription Amount payable by the Sellers pursuant to Section 4.
(c) The Purchase Price shall be paid to each Seller in the pro rata proportion corresponding to their ownership of the Shares, as set forth in Appendix 3.3.
Purchase Price and Closing Payments. (a) In consideration for the sale of the Rights and Unsold Products to BSN by Alliqua, BSN shall pay the following amounts in the manner set forth below:
(i) $3,500,000 (Three Million Five Hundred Thousand United States Dollars) at the Closing Date for purchase of all Rights and termination of all Other Agreements (the “Rights Payment”); and
(ii) Up to an additional $900,000 (Nine Hundred Thousand United States Dollars) (the “Product Payment”) in accordance with Section 2.9 hereof.
(b) The Rights Payment, and if applicable, the Product Payment, shall be paid by wire transfer of immediately available funds into the following bank account: PNC BankBank Account Holder - Alliqua BioMedical, Inc. Routing Number - ********* Account Number - **********
