Purchase Price and Form of Payment Sample Clauses

Purchase Price and Form of Payment. A. In the event that TOG exercises the Option, the total purchase price (“Purchase Price”) for the shares of the Company shall consist of: (a) An initial payment (the “Initial Payment”) shall be based on the date of Closing (as defined in the Purchase Agreement): If the Closing occurs (i) on or prior to June 30, 2008 the Initial Payment shall be US$27,000,000; (ii) between July 1 and July 31, 2008, the Initial Payment shall be US$27,163,750; (iii) between August 1 and August 31, 2008, the Initial Payment shall be US$27,327,500; and (iv) September 1 and September 30, 2008, the Initial Payment shall be US$27,491,250; plus (b) An additional payment not to exceed US$2,500,000.00 (the “Second Payment”) equal to the Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), subject to such adjustments for non-recurring charges and other items consistent with the Company’s past practices, for the year ended December 31, 2008 determined in accordance with Mexican GAAP multiplied by .5128, as determined by the audited financial statements of the Company as of December 31, 2008. There shall not be a Second Payment due in the event the Company’s adjusted EBITDA (for the year ended December 31, 2008 determined in accordance with Mexican GAAP is less than US$2,900,000; B. The Initial Payment shall be payable at Closing (“Closing Payment”); and C. The Second Payment, if applicable, shall be payable in cash within ten (10) business days after the completion and delivery of the audited financial statements of the Company as of December 31, 2008, but no later than March 31, 2009. D. Five percent (5%) of the Closing Payment and Second Payment shall be payable in common shares of TOG (“TOG Shares”) based on Market Price (as hereinafter defined) of the TOG Shares at the time of issuance, provided that TOG has completed its IPO prior to such payment date. For purposes hereof, “Market Price” shall mean the average closing price per share of the TOG Shares on the principal stock exchange on which the TOG Shares are traded, during the five (5) trading days ending on the trading day which is four (4) business days prior to the Closing Payment or Second Payment date, as applicable, as reported in The Wall Street Journal. In the event that the Company has not completed its IPO prior to such payment date, the applicable payment shall be payable in cash. The cash portion of the Initial Payment and the Second Payment shall be paid to Grantors in immedia...

Purchase Price and Form of Payment. (a) In consideration of the payment of the Purchase Price by the Buyer to the Seller, the Seller agrees to contribute, assign and transfer the Property to the Buyer in accordance with the terms and conditions set forth in this Contract as a contribution to the capital of Hersha Hospitality Limited Partnership, a Virginia limited partnership (the “OP”), of which Buyer is a directly and indirectly wholly-owned subsidiary, pursuant to Section 721 of the Internal Revenue Code of 1986, as amended. (b) The total consideration (the “Purchase Price”) for the contribution by the Seller of the Property, which the OP and the Buyer agree to pay to the Seller and which the Seller agrees to accept for the contribution of the Property, is Fifty Four Million Two Hundred and Eighty Thousand Dollars and No Cents ($54,280,000.00), consisting of the following: (i) the “Partnership Units” which shall consist of units of limited partnership interest in the OP with a Value (as defined below) equal to no greater than One Million Five Hundred Thousand Dollars and No Cents ($1,500,000.00); and (ii) the “Cash Amount” which shall be the Purchase Price less the Value of the Partnership Units; and which shall be subject to the payment schedule, the holdback deductions, the prorations and adjustments described herein and payable as set forth herein, provided, however, that all holdbacks, deductions, prorations and any other adjustments or costs affecting the aggregate Purchase Price shall be paid from or added to the Cash Amount. For purposes hereof, the “Value” of the Partnership Units shall be determined by multiplying (i) the volume weighted average price of Hersha Hospitality Trust Class A common shares as traded on the New York Stock Exchange for the twenty (20) trading days occurring prior to the trading day that is two (2) trading days prior to the Closing Date, by (ii) the number of Partnership Units Seller receives as part of the Purchase Price. (c) Seller and Buyer will be required to enter into separate agreements, such as a tax-related agreement and an agreement regarding partnership units (the “Unit Holder Agreements”) with the OP and Hersha Hospitality Trust, a Maryland real estate investment trust and the general partner of the OP, to effectuate issuance of the Partnership Units and to ensure that Seller, together with all other persons who become permitted transferees pursuant to a Transfer permitted under Section 9.02 of the Amended and Restated Limited Partnership Agre...

Purchase Price and Form of Payment. A. In the event that TOG exercises the Option hereunder, the total purchase price (“Purchase Price”) for the shares of the Company shall be based on the date of Closing, as follows: if the Closing occurs (i) on or prior to October 31, 2008 the Initial Payment shall be US$32,689,583; (ii) between November 1 and November 30, 2008, the Initial Payment shall be US$32,879,166; and (iii) between December 1 and December 31, 2008, the Initial Payment shall be US$33,068,749. Exercise of the Option shall be subject to the prior receipt by Grantors of the Additional Option Payment which is in addition to the Purchase Price. B. The Purchase Price shall be payable at Closing. C. Five percent (5%) of the Purchase Price shall be payable in common shares of TOG (“TOG Shares”) based on Market Price (as hereinafter defined) of the TOG Shares at the time of issuance, provided that TOG has completed its IPO prior to such payment date. For purposes hereof, “Market Price” shall mean the average closing price per share of the TOG Shares on the principal stock exchange on which the TOG Shares are traded, during the five (5) trading days ending on the trading day which is four (4) business days prior to Closing as reported in The Wall Street Journal. In the event that TOG has not completed its IPO prior to such payment date, the applicable payment shall be payable in cash. The cash portion of the Purchase Price shall be paid to Grantors at Closing in immediately available funds by wire transfer to the account designated by Grantors in United States.

Purchase Price and Form of Payment. The purchase price for the Note and the Warrants shall be $1,000,000 in the aggregate (the "Purchase Price"). On the Closing Date (as defined below), (i) the Buyer shall pay the Purchase Price by wire transfer of immediately available funds (or as otherwise mutually agreed) to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note and the Warrants and (ii) the Company shall deliver the Note and the Warrants, duly executed on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

Purchase Price and Form of Payment. At the Closing, Buyer shall pay a total of $5,000,000 (the “Purchase Price") for the Shares. In exchange for payment of the Purchase Price, Buyer shall also be issued the Warrants. The Purchase Price shall be paid by wire transfer of immediately available funds in accordance with the Company’s written instructions. At the Closing, upon payment of the Purchase Price by Buyer, the Company will (a) deliver Transfer Instructions to the transfer agent for the Company’s Common Stock, and (b) will deliver an executed warrant agreement, substantially in the Form of Exhibit A, representing the Warrants to the Buyer.

Purchase Price and Form of Payment. (a) The aggregate purchase price to be paid to each Seller for all of his Purchased Shares shall be (i) that number of shares of common stock, par value $0.001 per share, of Buyer (the “Buyer Common Stock”) as is set forth opposite such Seller’s name on Schedule I attached hereto under the heading “Number of SSGI Shares”, plus (ii) warrants (the “Warrants”) to purchase that number of shares of Buyer Common Stock as is set forth opposite such Seller’s name on Schedule I attached hereto under the heading “Number of Warrant Shares”. Each Warrant shall be in the form attached hereto as Exhibit A. The shares of Buyer Common Stock described in subsection (i) above are hereinafter referred to as the “SSGI Shares”. The shares of Buyer Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The SSGI Shares, the Warrants and the Warrant Shares are hereinafter referred to collectively as the “SSGI Securities”. (b) At the Closing, each Seller shall deliver, or cause to be delivered, to Buyer the stock certificate or certificates evidencing his Purchased Shares, and Buyer shall deliver or cause to be delivered to such Seller (i) a certificate evidencing the SSGI Shares to which such Seller is entitled, registered in the name of such Seller, and (ii) a Warrant evidencing the Warrant Shares to which he is entitled, registered in the name of such Seller.

Purchase Price and Form of Payment. A. In the event that TOG exercises the Option, the total purchase price (“Purchase Price”) for the shares of the Company shall consist of: (a) An initial payment (the “Initial Payment”) in the amount of US$37,750,000; plus (b) An additional payment (the “Second Payment”) equal to the amount that the Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), subject to such adjustments in non-recurring changes and other items consistent with the Company’s past practices, for the year ended December 31, 2009 determined in accordance with Mexican GAAP exceeds US$6,500,000 multiplied by 6.5, as determined by the audited financial statements of the Company as of December 31, 2009; B. The Initial Payment shall be payable at Closing (“Closing Payment”); and C. The Second Payment, if applicable, shall be payable in cash within ten (10) business days after the completion and delivery of the audited financial statements of the Company as of December 31, 2009, but no later than March 31, 2010. D. Five percent (5%) of the Closing Payment and Second Payment shall be payable in common shares of TOG (“TOG Shares”) based on Market Price (as hereinafter defined) of the TOG Shares at the time of issuance, provided that TOG has completed its IPO prior to such payment date. For purposes hereof, “Market Price” shall mean the IPO price for the Closing Payment and the average closing price per share of the TOG Shares on the principal stock exchange on which the TOG Shares are traded, during the five (5) trading days ending on the trading day which is four (4) business days prior to the Second Payment date as reported in The Wall Street Journal. In the event that the Company has not completed its IPO prior to such payment date, the applicable payment shall be payable in cash. The cash portion of the Initial Payment and the Second Payment shall be paid to Grantors in immediately available funds by wire transfer to the account designated by Grantors in United States.

Purchase Price and Form of Payment. (a) The aggregate purchase price for the Purchased Shares (the “Purchase Price”) shall be, subject to reduction or increase as provided in Section 1.4 hereof, (i) $1,000,000 in cash (the “Cash Consideration”), payable in accordance with Section 1.3(b) below, plus (ii) $1,173,473 represented by a Promissory Note (herein so called) in the form attached hereto as Exhibit A, plus (iii) 4,124,622 shares of common stock, par value $0.001 per share, of Buyer (the “Buyer Common Stock”). The shares of Buyer Common Stock described in subsection (iii) above are hereinafter referred to as the “SSGI Shares”. (b) The Cash Consideration shall be payable as follows: (i) $300,000 at Closing; (ii) $250,000 within 30 days of the Closing Date; (iii) $250,000 within 60 days of the Closing Date; and (iv) $200,000 within 90 days of the Closing Date. (c) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the stock certificate or certificates evidencing the Purchased Shares, and Buyer shall deliver or cause to be delivered (i) to Seller, by wire transfer of immediately available funds, $300,000 of the Cash Consideration, (ii) to Seller the Promissory Note, and (iii) to Seller a certificate evidencing the SSGI Shares registered in the name of Seller.

Purchase Price and Form of Payment. At the Closing, the Buyer shall pay $9,000,000 (the "Purchase Price") for the Shares, by wire transfer of immediately available funds in accordance with the Company's written instructions.

Purchase Price and Form of Payment. 2.1. Purchase Price. By this private instrument and pursuant to law, SELLERS undertake to sell to ZMACQ 3 and CREMACQ AGRO, and the latter undertake to purchase, respectively, from the formers, the REAL PROPERTIES and the ASSETS identified in clauses 1.1 and 1.7 below for the total, certain, fixed and non-adjustable price of two hundred and seventy million Reais (R$ 270,000,000.00) (“Purchase Price”), of which: (i) Two hundred and forty-two million Reais (R$ 242,000,000.00) to be paid to IMOBILIÁRIA CREMAQ for the entirety of the REAL PROPERTIES (“Price of the REAL PROPERTIES”), observing the amounts broken down by enrollment, as indicated in Exhibit 2.1(i); and (ii) Twenty-eight million Reais (R$ 28,000,000.00) to be paid to BRASILAGRO for the entirety of the ASSETS (“Price of the ASSETS”).