Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below:
(i) $45,000,000 (the “Cash Component”), shall be paid to Seller on the Closing Date, subject to the escrow requirements set forth in Section 2(c) below;
(ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009.
(iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and
(iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008.
(b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below.
(c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent (the “Escrow Agent”), which shall be held in escrow (the “Escrow Fund”) subject to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) for the purposes of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver any amount remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any...
Purchase Price; Escrow. Subject to the terms and conditions set forth herein, in consideration for the sale, transfer, assignment, conveyance, license and delivery of the Purchased Assets, AbbVie will pay to Kadmon, by wire transfer of immediately available funds to a bank account designated by Kadmon:
2.2.1 on the Closing Date, twenty million dollars (US$ 20,000,000) (the “Guaranteed Purchase Price”); provided that *** (US$ *** ) of the Guaranteed Purchase Price (the “Escrow Amount”) shall be delivered by or on behalf of AbbVie by wire transfer in immediately available funds to the Escrow Agent for deposit in accordance with the terms of the Escrow Agreement in order to secure the indemnification obligations hereunder. All funds deposited with the Escrow Agent shall be applied by the Escrow Agent in accordance with the Escrow Agreement;
2.2.2 within *** ( *** ) Business Days upon Kadmon obtaining receipt of the Obtained EU Marketing Authorization for *** and the Effective Transfer of such Obtained EU Marketing Authorization to an AbbVie Party, *** (the “ *** Deferred Purchase Price”); and
2.2.3 within *** ( *** ) Business Days upon Kadmon obtaining receipt of the Obtained EU Marketing Authorization for the *** and the Effective Transfer of such Obtained EU Marketing Authorization to an AbbVie Party, *** (US$ *** ) (the “ *** Deferred Purchase Price” and, together with the *** Deferred Purchase Price, the “Deferred Purchase Price”).
Purchase Price; Escrow. (a) The consideration for the Shares (the “Purchase Price”) will be nineteen million five hundred thousand dollars ($19,500,000) minus the Asset Value Shortfall, if any, to be divided amongst the Sellers pro rata according to their shareholding in the Company. The Purchase Price, prior to adjustment on account of the Asset Value Shortfall, if any, shall be delivered by Buyer to Sellers as follows: (i) subject to Section 2(d) below, (A) seven million dollars ($7,000,000) in cash on the Closing Date and (B) four million five hundred thousand dollars ($4,500,000) on the Closing Date in unregistered shares of Buyer’s common stock, par value $0.001 per share (“Buyer Common Stock”), valued at a price per share equal to the average closing price per share of Buyer Common Stock as quoted on the Nasdaq Global Market for the five trading days immediately preceding the Closing Date (as so valued, the “Buyer Shares”), and (ii) subject to the satisfaction of the applicable conditions set forth in Section 3(e) below, (A) four million five hundred thousand dollars ($4,500,000) in cash, payable as provided in Section 3(e) below and (B) three million five hundred thousand dollars ($3,500,000) in Buyer Common Stock valued at a price per share equal to the average closing price per share of Buyer Common Stock as quoted on the Nasdaq Global Market for the five trading days immediately preceding the last day of the Measurement Period, issuable as provided in Section 3(e) below ((ii)(A) and (ii)(B) being, collectively, the “Earn Out”).
(b) Notwithstanding the foregoing, Buyer may withhold from its payments under Sections 2(a)(ii)(A) and 2(a)(ii)(B) the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, as provided in Section 15(f), provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to Sellers as described above promptly upon resolution of such dispute.
(c) Neither Buyer nor any attorney, accountant or other advisor of Buyer has made, nor makes, any representations or warranties to Sellers regarding the tax treatment of the transfer of the Shares and any other transactions contemplated by this Agreement or any of the tax consequences contemplated hereby or thereby, and Sellers acknowledge that Sellers are relying solely on their own tax advisors in connection with this Agreement and the transactions contemplated by this Agreement.
(d) On the C...
Purchase Price; Escrow. The purchase price for the Purchased Securities shall be an amount equal to $1,500,000.00 (the “Purchase Price”). On the date of this Agreement, Buyer shall deposit the Purchase Price with the Escrow Agent (by wire transfer of immediately available funds to an account designated by the Escrow Agent in writing) to be held and distributed to Seller at Closing, or returned to Buyer if the Closing does not occur (less the Breakage Fee, if applicable), in each case pursuant to the terms of the Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”). In addition, on the date of this Agreement, Buyer shall deposit $40,000 (which amount is equal to the estimated Texas Franchise Tax paid by Seller on behalf of the Company prior to the date of this Agreement) (the “Estimated Tax Payment Amount”) with the Escrow Agent (by wire transfer of immediately available funds to an account designated by the Escrow Agent in writing) to be held and distributed to the Seller at Closing, or returned to Buyer if the Closing does not occur, in each case pursuant to the terms of the Escrow Agreement. For the avoidance of doubt, payment of the Estimated Tax Payment Amount to Seller at Closing shall be deemed to be a loan of the Estimated Tax Payment Amount by Buyer or its designated Affiliate to the Company, and the immediately subsequent reimbursement of the Estimated Tax Payment Amount by the Company to Seller.
Purchase Price; Escrow. Account Section 1.5.1
Purchase Price; Escrow. Buyer shall have delivered to Escrow Agent an amount equal to the Escrow Deposit and to Sellers cash in an amount equal to the Purchase Price in each instance by wire transfer in immediately available funds.
Purchase Price; Escrow. (a) In consideration of the sale and transfer of the Purchased Assets and the assumption of the Assumed Liabilities, Buyer agrees to purchase the Purchased Assets from Sellers for the aggregate purchase price (the "PURCHASE PRICE") of $88,000,000 (Eighty Eight Million Dollars). The Purchase Price shall be paid in cash as provided in Section 2.08(b) and shall be subject to adjustment as provided in Sections 2.08 and 2.09. CellStar shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets consistent with the allocation of the Purchase Price agreed to by CellStar and Buyer prior to the Closing Date in accordance with SCHEDULE 2.07 annexed hereto, which Schedule shall set forth the allocations in respect of the respective Sellers.
(b) At the Closing, Buyer shall deposit $8,800,000 (Eight Million Eight Hundred Thousand Dollars) of the Purchase Price amount (the "ESCROW AMOUNT") into an Escrow Account (the "ESCROW ACCOUNT"), pursuant to the terms of the Escrow Agreement as security for the indemnification obligations of CellStar pursuant to Section 10.01 for a period of six months from the Closing Date ("ESCROW PERIOD"). The Escrow Amount shall be held and disbursed from the Escrow Account in the manner set forth in the Escrow Agreement, it being acknowledged by the Parties that the escrow arrangements contemplated hereby, including the Escrow Agreement, shall be available as a non-exclusive remedy for any claim for a breach of the representations, warranties and covenants contained in this Agreement, including any claim under Article 10 hereof.
Purchase Price; Escrow. (a) In full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be issued to Seller on the Closing Date 754,968 unregistered shares of Buyer common stock, par value $0.001 per share (the “Buyer Shares”).
(b) On the Closing Date, Buyer shall deliver 145,493 of the Buyer Shares (the “Escrow Fund”), to The Bank of New York Trust Company, N.A., as escrow agent (the “Escrow Agent”), which shall be held in escrow (the “Escrow”) subject to the escrow agreement attached hereto as Exhibit C (the “Escrow Agreement”) for the purposes of securing the Seller’s and the Shareholders’ indemnity obligations under this Agreement. Buyer Shares deposited into the Escrow Fund shall be deducted from the number of shares of Buyer Shares otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, twelve (12) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver all Buyer Shares remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations
Purchase Price; Escrow. The funds deposited into the Purchase Price Escrow Account pursuant to Section 2.2(c)(ii) shall be retained by the Escrow Agent until Parent and Seller shall give the Escrow Agent joint written instructions providing for its release.
Purchase Price; Escrow. (1) The purchase price payable by Buyers to Sellers for the Assets shall be Eighteen Million Seven Hundred Thousand and No/100 Dollars ($18,700,000.00) (the “Purchase Price”). The Purchase Price shall be payable at Closing by wire transfer to an account designated by Sellers of immediately available, same day federal funds. At Closing, the parties shall direct the Title Company to release the Deposit (as defined below) to Sellers, and the Deposit, together with any interest earned thereon, shall be applied to the Purchase Price and Buyers shall also receive a credit for (i) vacation and sick leave as assumed by Buyers pursuant to Section 1.3(1)(ii) above, and (ii) the “PCA Credit” as defined in Section 8.6.
(2) Upon execution of this Agreement, Buyers shall deliver to Riverside Abstract LLC, as agent for Chicago Title Insurance Company (the “Title Company”), as escrow agent, the sum of One Hundred Fifty Thousand Dollars ($150,000) as a deposit (the “Deposit”) for the payment of the Purchase Price, which shall be held in an escrow account and paid by Title Company in accordance with this Agreement. Any interest accrued on the Deposit shall be added to and become a part of the Deposit. In the event the Closing occurs as contemplated under this Agreement, the Deposit shall be applied against the Purchase Price and Buyer shall receive a credit therefor. In the event that this Agreement is terminated under Section 6.2(1)(a)-(b), 6.2(2), or Section 12.15 hereof or as a result of a default by either of the Sellers in its obligations under this Agreement, Buyers and Sellers shall deliver instructions to the Title Company within three (3) business days of such termination to return the Deposit plus any accrued interest to Buyers. In the event that this Agreement is terminated for any other reason whatsoever, Buyers and Sellers shall deliver instructions to the Deposit Escrow Agent within three (3) business days of such termination to deliver the Deposit plus any accrued interest to Seller.
