Common use of Purchase Price Closing Clause in Contracts

Purchase Price Closing. The purchase price per share of the shares of Common Stock purchased pursuant to this Section 3 (the “Section 3.3 Called Shares”) shall be equal to the lesser of (i) ninety percent (90%) of the Award Holder’s Cost and (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the lesser of (i) and (ii), the “Section 3.3 Call Price”). The closing of a purchase pursuant to this Section 3.3 shall take place at the principal office of the Company ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 3.3 Called Shares by any contractual obligation of the Company or any of its Affiliates, by the terms of any capital stock or by applicable law (collectively, “Prohibitions”), the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 3.3 Called Shares but no interest shall be paid to the Award Holder on the Section 3.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the Section 3.3 Called Shares not purchased, then the Company shall purchase such portion on the first practicable date on which the Company is permitted to do so. At such closing, the Award Holder shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Section 3.3 Called Shares, which shall constitute (and, at the closing, the Award Holder shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the NMP Entities pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Award Holder, and the Company shall deliver to the Award Holder, in full payment of the Section 3.3 Call Price payable for each Section 3.3 Called Share, a check payable to the order of the Award Holder, in an amount equal to the Section 3.3 Call Price multiplied by the aggregate number of Section

Purchase Price Closing. The purchase price per share of the shares of Class B Common Stock purchased pursuant to this Section 3 (the “Section 3.3 Called Shares”) Article 4 shall be equal to the lesser of (ia) ninety percent $357.84 (90%adjusted to reflect any Capital Transaction effected after the Closing Date and prior to the date of the Repurchase Notice) and (b) the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice). If such purchase price is determined pursuant to clause (b) of the Award Holder’s Cost and preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (ii) the Fair Market Value which request must be made within eight days of such share on the business day immediately preceding the date of repurchase (the lesser of (iRepurchase Notice) and (ii)the date the relevant financial statements are available, provide the “Employee with the same purchase price certificate and report of the Company's independent public accountants as are referred to in Section 3.3 Call Price”)3.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 3.2(b) hereof. The calculations as set forth on such certificate shall be final and binding on the Company and the Employee for purposes of this Agreement. The closing of a such purchase pursuant to this Section 3.3 shall take place at the principal office of the Company ten 10 days following the date of the Repurchase Notice (or, if a written request therefor was timely made, 10 days following the date of delivery of the aforesaid certificate and if such tenth day is not a business day, then the first business day thereafter)report, except that if the Company is prohibited from repurchasing any Section 3.3 Called Shares shares of Class B Common Stock pursuant to this Article 4 by any contractual obligation of the Company or any of its Affiliates, by the terms of any capital stock Affiliates or by applicable law (collectively, “Prohibitions”)law, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 3.3 Called Shares but no interest shall be paid to shares (and the Award Holder on the Section 3.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion provisions of the last two sentences of Section 3.3 Called Shares not purchased, then the Company 3.2(e) shall purchase such portion on the first practicable date on which the Company is permitted likewise apply to do sorepurchases pursuant to this Article 4). At such closing, the Award Holder Employee shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Section 3.3 Called Sharesshares of Class B Common Stock being purchased by the Company, which shall constitute (and, at the closing, the Award Holder Employee shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the NMP Entities FL & Co. Companies pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Award HolderEmployee, and the Company shall deliver to the Award HolderEmployee, in full payment of the purchase price payable pursuant to this Section 3.3 Call Price payable 4.3 for each Section 3.3 Called Sharethe shares of Class B Common Stock purchased, a check payable to the order of the Award HolderEmployee, in an the amount equal of the aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, from and after the date of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Class B Common Stock which the Employee is required to sell to the Company pursuant to this Article 4 (including any rights pursuant to Section 3.3 Call Price multiplied by or 3.4 hereof), except to receive the aggregate number of Sectionpurchase price therefor.

Purchase Price Closing. (a) The purchase price per share of for the shares of Common Stock purchased pursuant to this Section 3 Purchased Assets (the “Section 3.3 Called SharesPurchase Price”) shall be equal to the lesser of is: (i) ninety percent (90%) of the Award Holder’s Cost $[●]in cash, subject to adjustment as provided in Section 1.8, and (ii) the Fair Market Value assumption of such share on the business day immediately preceding Assumed Xxxxxxxxxxx.xx The cash portion of the date of repurchase Purchase Price will be paid as provided below. (b) The closing (the lesser “Closing“) of (i) the purchase and (ii), sale of the “Section 3.3 Call Price”). The closing Purchased Assets and the assumption of a purchase pursuant to this Section 3.3 shall the Assumed Liabilities hereunder will take place at the principal office offices of [●] in [●] as soon as possible, but in no event later than three business days after satisfaction of the Company ten days following conditions set forth in Article [●], or at such other time or place as the date of Buyer and Xyz may agree. At the Repurchase Notice Closing,vii (and if such tenth day is not i) the Buyer will deliver to Xyz a business day, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 3.3 Called Shares by any contractual obligation of the Company certified or any of its Affiliates, by the terms of any capital stock or by applicable law (collectively, “Prohibitions”), the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 3.3 Called Shares but no interest shall be paid official bank check payable to the Award Holder on order of Xyz, or make a wire transfer to an account designated by Xyz, in the Section 3.3 Call Price during such period. If at any time amount of [●]viii ix; and (ii) Xyz and the Prohibitions shall cease to be applicable to any portion of Buyer will enter into an Assignment and Assumption Agreement substantially in the Section 3.3 Called Shares not purchasedform attached hereto as EXHIBIT 1.6, then the Company shall purchase such portion on the first practicable date on which the Company is permitted to do so. At such closing, the Award Holder shall sell, convey, transfer, assign and Xyz will deliver to the Company Buyer such deedsx, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the “Conveyance Documents”) as the parties and their respective counsel will deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in in, to and under the Purchased Assets. (iii) Xyz and the Buyer will enter into the [list ancillary agreements to be executed at the Closing] (the “Ancillary Agreements”). (iv) Without prejudice to the Buyer’s rights under Section 3.3 Called Shares[●].2 and Articles [●] and [●], which shall constitute (and, at the closing, the Award Holder shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the NMP Entities pursuant to this Agreement), and shall Xyz will deliver to the Company a certificate representing Buyer revised schedules to this Agreement updating the shares duly endorsed information shown thereon to the Closing Date. (v) Xyz and the Buyer will also execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto the consummation at the expense Closing of the Award Holder, and the Company shall deliver to the Award Holder, in full payment of the Section 3.3 Call Price payable for each Section 3.3 Called Share, a check payable to the order of the Award Holder, in an amount equal to the Section 3.3 Call Price multiplied transactions contemplated by the aggregate number of Sectionthis Agreement.

Purchase Price Closing. 3.1 The purchase price per share to be paid upon any exercise of the shares of Common Stock purchased pursuant to this Section 3 Put Option (the “Section 3.3 Called Shares”"Purchase Price") shall be equal to $25.8548 per share of PublicCo common stock represented by the lesser Shares to be purchased and sold (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of (i) ninety four and one-half percent (904.5%) of per year, compounded annually, for the Award Holder’s Cost and (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the lesser of (i) and (ii)period from November 12, the “Section 3.3 Call Price”). The closing of a purchase pursuant to this Section 3.3 shall take place at the principal office of the Company ten days following the date of the Repurchase Notice (and if such tenth day is not a business day1999, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 3.3 Called Shares by any contractual obligation of the Company or any of its Affiliates, by the terms of any capital stock or by applicable law (collectively, “Prohibitions”), through the closing of the purchase and sale of the Shares hereunder (the "Closing"). 3.2 At each Closing, (a) Allen or his designee shall pay to each selling Holder (for itself axx xx behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) each selling Holder shall deliver or cause to be delivered to Allen or his designee one or more certificates evidencing the Shares xx xe purchased from such purchase Holder or its Permitted Transferees at such Closing (if such Shares are certificated securities), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of such Shares to Allen or his designee, together with a certificate of the selling Hoxxxx and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that no Holder or Permitted Transferee shall be required to take place any actions or deliver any documents to satisfy any restrictions imposed by the Issuer on the first transfer of the Shares, and provided, further, that, if the Holder is unable to deliver certificates evidencing the Shares to be purchased and sold at such Closing because PublicCo failed to deliver such certificates to the Holder within the period specified in the Exchange Agreement, then, in lieu of delivering such certificates to Allen at the Closing, the Holder will deliver to Allen at the Closinx xxx undertaking to deliver such certificates to Xxxxn as soon as practicable date on which the Company is permitted to purchase such Section after it receives them from PublicCo. 3.3 Called Shares but no interest Each Closing shall be paid to held at the Award Holder offices of Irell & Manella in Los Angeles, California, on the Section 3.3 Call Price during tenth business day after xxx Xxxresentative delivers the written notice described above, or at such periodother time and place as the Representative and Allen may agree. If at any time the Prohibitions shall cease The selling Holders and Allen will cooperate so as xx xxrmit all documents required to be applicable to any portion of the Section 3.3 Called Shares not purchased, then the Company shall purchase such portion on the first practicable date on which the Company is permitted to do so. At such closing, the Award Holder shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Section 3.3 Called Shares, which shall constitute (and, dexxxxxed at the closingClosing to be delivered by mail, the Award Holder shall represent, warrant and certify the same delivery service or courier without requiring either party or his or its representatives to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the NMP Entities pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto be physically present at the expense of the Award Holder, and the Company shall deliver to the Award Holder, in full payment of the Section 3.3 Call Price payable for each Section 3.3 Called Share, a check payable to the order of the Award Holder, in an amount equal to the Section 3.3 Call Price multiplied by the aggregate number of SectionClosing.

Purchase Price Closing. 3.1 The purchase price per share to be paid upon any exercise of the shares of Common Stock purchased pursuant to this Section 3 Put Option (the “Section 3.3 Called Shares”"Purchase Price") shall be equal to $26.7235 per share of PublicCo common stock represented by the lesser Shares to be purchased and sold (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of (i) ninety four and one-half percent (904.5%) of per year, compounded annually, for the Award Holder’s Cost and (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the lesser of (i) and (ii), the “Section 3.3 Call Price”). The closing of a purchase pursuant to this Section 3.3 shall take place at the principal office of the Company ten days following period from the date of the Repurchase Notice closing under the Purchase and Contribution Agreement through the closing of the purchase and sale of the Shares hereunder (the "Closing"). 3.2 At each Closing, (a) Allex xx his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the Shares to be purchased and sold at such Closing (if such Shares are certificated securities), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of such Shares to Allex xx his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that neither the Holder nor any Permitted Transferee shall be required to take any 3.3 Each Closing shall be held at the offices of Irell & Manexxx xx Los Angeles, California, on the tenth business day is not after the Holder delivers the written notice described above, or at such other time and place as the Holder and Allex xxx agree. The Holder and Allex xxxl cooperate so as to permit all documents required to be delivered at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing. 3.4 If, at any time after the Holder has sold any Shares to Allex xx his designee pursuant to the Put Option provided in this Agreement, Charter LLC issues additional Common Units to PublicCo or its successor pursuant to Section 3.6.6 of the LLC Agreement and, as a business dayresult thereof, PublicCo or its successor issues additional shares of common stock or other securities to the Holder or its successor pursuant to Section 2.5 of the Exchange Agreement, then the first business day thereafter)Holder agrees to assign to Allex xx his designee, except without additional consideration, that if the Company is prohibited from repurchasing any Section 3.3 Called Shares by any contractual obligation of the Company or any of its Affiliates, by the terms of any capital stock or by applicable law (collectively, “Prohibitions”), the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 3.3 Called Shares but no interest shall be paid to the Award Holder on the Section 3.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the Section 3.3 Called Shares not purchased, then additional shares of common stock or other securities issued to the Company shall purchase such portion Holder or its successor equal to a fraction the numerator of which is the number of shares of PublicCo common stock on the first practicable date on which of this Agreement that were represented by the Company is permitted Shares that were sold by the Holder to do so. At such closing, the Award Holder shall sell, convey, transfer, assign and deliver Allex xx his designee pursuant to the Company all right, title Put Option and interest in and the denominator of which is the number of shares of PublicCo common stock on the date of this Agreement that were originally issued to the Section 3.3 Called Shares, which shall constitute (and, at Holder under the closing, the Award Holder shall represent, warrant Exchange Agreement and certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the NMP Entities pursuant subject to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Award Holder, and the Company shall deliver to the Award Holder, in full payment of the Section 3.3 Call Price payable for each Section 3.3 Called Share, a check payable to the order of the Award Holder, in an amount equal to the Section 3.3 Call Price multiplied by the aggregate number of SectionPut Option.

Purchase Price Closing. The purchase price per share of shall be Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00), plus the shares of Common Stock purchase price for the grain inventory or fuel inventory purchased pursuant to the provisions of Section 19. Buyer shall deposit Three Hundred Seventy Five Thousand Dollars ($375,000) as xxxxxxx money with First American Title Insurance Company, 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxxxx, within one (1) business day of execution of this Section 3 Agreement (the “Xxxxxxx Money”), which amount shall be refunded to Buyer upon any termination of this Agreement by Buyer hereunder, paid over to Seller upon any termination of this Agreement by Seller as a result of Buyer’s failure to cure its breach of this Agreement or the failure of a condition to closing the transactions contemplated hereby as a result of Buyer’s actions or inactions (other than the financing contingency described in Section 3.3 Called Shares15 hereof), or credited to the purchase price at the closing of this transaction (the “Closing”) shall by mail or in person at a location to be equal mutually agreed upon by the parties hereto on January 30th , 2013 (the “Closing Date”), unless the parties mutually agree to extend the Closing Date or the Closing Date is extended pursuant to the lesser of (iterms hereof. On the Closing Date: a) ninety percent (90%) Seller shall cease operations of the Award Holder’s Cost Lakefield and Xxxxxx locations; allow Buyer to undertake a final inspection of the assets sold; confirm the existence and operating condition of all equipment sold (ii) the Fair Market Value of such share identified on the business day Schedule of Fixed Assets on the attach “EXHIBIT A” or in “REPLACEMENT EXHIBIT A” to be attached to the Xxxx of Sale, as provided at the end of this Section 2; and, to undertake the measure of all inventory (fuel and grain) to be transferred pursuant to this agreement; b) Seller shall deliver to Buyer the duly-executed documents, instruments and considerations specified in this Agreement or as reasonably required to transfer the acquired assets to Buyer or otherwise effect the consummation of the transactions described herein, including but not limited to General Warranty Bills of Sale for the fixed assets and other personal property acquired hereby substantially in the form of the General Warranty Xxxx of Sale attached hereto and incorporated herein by reference as “EXHIBIT D” for the transfer of the Grain Bin; and c) Buyer shall deliver to Seller the purchase price for the acquired assets less the xxxxxxx money deposit by wire transfer or immediately preceding available funds to a bank account specified by Seller, the assumption agreements related to DP corn grain contracts specified in Section 19 and the Grain Bin transfer and the Xxxxxx Xxxx of Sale, and such other duly-executed documents, instruments and considerations reasonably required to transfer the acquired assets to Buyer or otherwise effect the consummation of the transactions described herein. If there any changes in the items listed on the attached “EXHIBIT A” between the date of repurchase this Agreement and the Closing Date, then Seller and Buyer shall prepare (based on its inspection on the lesser Closing Date) an Updated Schedule of (i) Fixed Assets listing the fixed assets sold as of the Closing Date and (ii), the shall be attached to this Agreement as “Section 3.3 Call PriceREPLACEMENT EXHIBIT A”). The closing of a purchase pursuant to this Section 3.3 shall take place at the principal office of the Company ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 3.3 Called Shares by any contractual obligation of the Company or any of its Affiliates, by the terms of any capital stock or by applicable law (collectively, “Prohibitions”), the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 3.3 Called Shares but no interest shall be paid to the Award Holder on the Section 3.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any $850,000 portion of the Section 3.3 Called Shares not purchased, then purchase price allocated for the Company fixed assets sold as of the Closing Date shall purchase such portion on be adjusted plus or minus the first practicable date on which the Company is permitted fair market value (as agreed to do so. At such closing, the Award Holder shall sell, convey, transfer, assign by Seller and deliver to the Company all right, title and interest in and to the Section 3.3 Called Shares, which shall constitute (and, at the closing, the Award Holder shall represent, warrant and certify the same to the Company in writingBuyer) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the NMP Entities pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, fixed assets listed on or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Award Holder, and the Company shall deliver to the Award Holder, in full payment of the Section 3.3 Call Price payable for each Section 3.3 Called Share, a check payable to the order of the Award Holder, in an amount equal to the Section 3.3 Call Price multiplied by the aggregate number of Sectionmissing from “REPLACEMENT EXHIBIT A” which represents additions or deletions from EXHIBIT A.