Purchase Price for Purchased Shares. In consideration for the sale and issuance of the Shares pursuant to Section 1 of this Agreement, Purchaser shall pay to the Company the sum of Twenty Five Cents ($0.25) per share for the total sum of Seventy-Five Thousand Dollars ($75,000.00) for the Shares (the "Share Purchase Price").
Purchase Price for Purchased Shares. The Purchaser shall purchase and the Vendor shall sell to the Purchaser the Purchased Shares for an aggregate purchase price of ($ ) (the “Purchase Price”) payable by cash or by certified cheque at the Time of Closing. Certified cheques should be made payable to the Escrow Agent, as per the Escrow Agreement attached at Schedule “A.”
Purchase Price for Purchased Shares. The total purchase price for the Purchased Shares is an amount equal to: (i) C$84,340,448, less (ii) the Net Tax Liability, plus, (iii) as of the Reference Date, C$337,361,791 (the “Purchase Price”). The Parties hereto acknowledge and agree that the Purchase Price was determined by applying the formula provided in subsection 4.2(a) of the MSA as if the event in subsection 4.1(a) thereof had occurred, with the “per share consideration” referenced therein being deemed to be the SVS Per Share Price and “the number of Multiple Voting Shares and Subordinate Voting Shares of New FirstService issued and outstanding at the time of the applicable sale, dividend, distribution or transaction” referenced therein being deemed to be the FirstService Outstanding Share Amount.
Purchase Price for Purchased Shares. In consideration for the sale and issuance of the Purchased Shares pursuant to Section 1 of this Subscription Agreement, Purchaser shall pay to the Company the sum of $1.75 per share or the total sum of $73,500 (the "Purchase Price") for all of the Purchased Shares.
Purchase Price for Purchased Shares. (a) The aggregate purchase price to be paid by the Purchaser to the Sellers for the Purchased Shares shall be an amount equal to (i) the Purchase Price, as adjusted pursuant to Section 2.4 below, less (ii) any amounts paid to any Indemnified Party from the Indemnification Escrow Fund pursuant to this Agreement. The Purchase Price (as may be adjusted pursuant to clauses (i) through (ii) of the immediately preceding sentence) shall be allocated among the Sellers as set forth on the “Allocation Schedule”.
(b) At the Closing, the Purchaser shall pay, or cause to be paid, an amount equal to (such amount, the “Closing Payment Amount”) (i) the Purchase Price (as adjusted pursuant to Section 2.4(a)) less (ii) (A) the Escrow Amount, and (B) the Seller Representative Expense Amount, to the Seller Representative (for the benefit of the Sellers) by wire transfer of immediately available funds to an account designated by the Seller Representative to the Purchaser in the Estimated Closing Statement for subsequent disbursement by the Seller Representative among the Sellers as set forth on the “Allocation Schedule”. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Sellers shall be deemed to have received the Seller Representative Expense Amount at the Closing as part of the Closing Payment Amount and immediately thereupon contributed the Seller Representative Expense Amount to the Seller Representative. For income tax purposes, the Seller Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Sellers at the time of the Closing. Notwithstanding anything to the contrary herein, for purposes of allocating the payment of the Closing Payment Amount among the Sellers, the portion of the Closing Payment Amount that is payable to any Split Dollar Life Insurance Seller and the Specified Promissory Note Seller shall be reduced by the portion of the Split Dollar Life Insurance Amount attributable to the Split Dollar Life Insurance Agreement under which such Split Dollar Life Insurance Seller is the insured and the Specified Promissory Note Amount, respectively, and the Funds Flow and the “Allocation Schedule” shall reflect the foregoing, and upon such reduction the Split Dollar Life Insurance Promissory Notes and the Specified Promissory Note, respectively, shall be satisfied in full.
(c) At the Closing, the Purchaser shall deposit the Escrow Amount with the Escrow Agent. The Escrow Amount ...
Purchase Price for Purchased Shares. Based upon the representations, warranties, undertakings and covenants set forth in Sections 2 and 3, the Purchaser shall purchase, and the Vendor shall sell to the Purchaser, the Purchased Shares in return for the Purchaser assuming all liabilities of APM, which total US$97,920.04 as shown in Schedule One, such amount excluding the intercompany debt balance between the Vendor and APM, and other good and valuable consideration representing the Corporation’s fair market value.
Purchase Price for Purchased Shares. Based upon the representations, warranties, undertakings and covenants set forth in Sections 2 and 3, the Purchaser shall purchase and the Vendor shall sell to the Purchaser the Purchased Shares for an aggregate purchase price of 3,920,000 Common Shares of Velvet Rope Special Events, Inc. (the “Purchaser Shares”) plus the forgiveness of shareholders loans due to the purchaser from the vendor in the amount of $6,500 and other good and valuable consideration representing the Corporation’s fair market value.
Purchase Price for Purchased Shares. Based upon the representations, warranties, undertakings and covenants set forth in Sections 2 and 3, the Purchaser shall purchase from the Seller and the Seller shall sell to the Purchaser all of the issued and outstanding MedElite shares for an aggregate purchase price of ten million (10,000,000) EFSF shares and other good and valuable consideration, described below, the receipt and sufficiency of which is hereby acknowledged as received and agreed to by the Seller.
Purchase Price for Purchased Shares. The Purchase Price for the Purchased Shares shall be, in aggregate, the sum of $ 1,200,000 and 24,870 registered, fully paid and non-assessable shares of common stock in the capital of the Purchaser.
Purchase Price for Purchased Shares. (a) Concurrently with the execution of this Agreement, the Purchaser hereby pays, as consideration for the purchase of the Purchased Shares, an aggregate amount equal to:
(i) Sixty Three Million Five Hundred Thousand Dollars ($63,500,000) (the “Base Amount”);
(ii) plus the Capital Expenditures;
(iii) plus the Estimated Net Cash Amount;
(iv) plus the amount, if any, by which the Estimated Working Capital Amount exceeds the Target Net Working Capital Amount; and
(v) minus the amount, if any, by which the Target Net Working Capital Amount exceeds the Estimated Working Capital Amount; (as so adjusted, the “Estimated Purchase Price”).
(b) Following the Closing, such Estimated Purchase Price shall be subject to adjustment as provided in Section 3.2(b) (the Estimated Purchase Price, so adjusted, the “Purchase Price”). The Estimated Purchase Price has been paid by Purchaser as follows: (x) the Escrow Amount has been delivered to the Escrow Agent in cash by wire transfer of immediately available funds for deposit into the Escrow Account and (y) the balance of such Estimated Purchase Price has been paid to the Vendor by wire transfer of immediately available funds to an account previously designated in writing by the Vendor to the Purchaser prior to the Closing Date.
(c) The Purchase Price shall be allocated among the different classes of Purchased Shares as set forth in Schedule 3.1.
