Purchase Price for the Shares. (a) The amount to be paid by the Buyer for the purchase of the Shares at the Closing shall be USD$713,459.40 (Seven hundred thirteen thousand four hundred fifty nine 40/100 U.S. Dollars) (the "Purchase Price").
(b) At the Closing, the Buyer shall deliver:
(i) to the Stockholder, a note in the amount of USD$171,931.00 (One hundred seventy one thousand nine hundred and thirty one U.S. Dollars), payable two years from the Closing Date, bearing interest at a rate applicable to the United States treasury obligations of like term, on the terms of the form of note attached hereto as Exhibit 1.3. (i).
(ii) to the Stockholder, a note in the amount of USD$55,258.00 (Fifty five thousand two hundred fifty eight U.S. Dollars), payable three years from the Closing Date, bearing interest at a rate applicable to the United States treasury obligations of like term, on the terms of the form of note attached hereto as Exhibit 1.3. (ii). (The notes referred to in paragraphs (i) to (ii) above will be denominated collectively the "Notes").
(iii) to the Stockholder, 110,516 (One hundred ten thousand five hundred sixteen) shares of common stock of Aerovox, Inc. valued at USD$4.40 (four Dollars and forty cents U.S. currency) subject to the terms and conditions of the Stockholders Agreement attached hereto as Exhibit 1.3. (iii) (the "Stockholders Agreement").
Purchase Price for the Shares. (a) The aggregate purchase price (the "Purchase Price") to be paid by the Buyer for the Shares shall be:
(A) Seven Million Eight Hundred and Nine Thousand U.S. Dollars ($7,809,000) less (B) the amount by which the current accounts payable by the Company to RM and its Affiliates exceed the current accounts receivable of the Company from RM and its Affiliates on the date of the Closing (the "Current Account Balance"); plus
(ii) Eight Hundred Twenty-One Thousand Three Hundred and Forty (821,340) shares of the Common Stock, no par value ("Synbiotics Common Stock"), of the Buyer (the "Buyer Shares"); plus
(iii) up to $2.25 million in additional cash consideration (the "Earn-Out Payment") that the Sellers will be entitled to receive, in accordance with the provisions of Section 1.5 below, upon the achievement by the Company and the Buyer of the sales performance targets set forth in such Section 1.5.
(b) At the Closing, the Buyer shall pay to RM the sum of (i) $7,809,000, representing the aggregate of the cash portion of the Purchase Price payable in accordance with clause (a)(i) above and the Current Account Balance, plus (ii) the net amount of cash and cash equivalents in the Company at Closing. The portion of such $7,809,000 payment representing the Current Account Balance shall be deemed to have been paid by the Buyer on behalf of the Company. The allocation of such payment between the cash portion of the Purchase Price and the Current Account Balance shall be made at the time the Current Account Balance is determined in accordance with clause (d) below.
(c) After the Closing, RM shall pay to the Company (or the Company shall pay to RM, as the case may be) an amount equal to the net accrued vacation pay of all employees of the Company as of the Closing (the "Post- Closing Payment").
(d) As promptly as practicable after the Closing, RM shall determine the Current Account Balance and the Post-Closing Payment and shall notify the Buyer of the Current Account Balance and the Post-Closing Payment, including in such notice the method of calculating the Current Account Balance and the Post-Closing Payment. Unless the Buyer disputes the calculation of the Current Account Balance or the Post-Closing Payment in accordance with Section (e) below, within fifteen (15) calendar days after the Buyer receives from RM the calculation of the Current Account Balance and the Post-Closing Payment, RM shall pay to the Company (or the Company shall pay to RM, as the case may be) t...
Purchase Price for the Shares. (a) The purchase price to be paid by TOC for the Spectronic Shares (the "Spectronic Purchase Price") shall consist of (i) $20,745,450 in cash and (ii) 1,000 shares of common stock of TOC (the "TOC Shares").
(b) TOC and THI acknowledge and agree that the Spectronic Purchase Price represents an estimate of the sum of (i) the net operating assets of Spectronic as of June 28, 1997, plus (ii) a percentage of the total goodwill associated with THI's acquisition of LSI equal to the sales of Spectronic for the 1996 fiscal year relative to the total sales of LSI during such period (the "Goodwill Percentage"). Promptly following the Closing Date, but in any event no later than September 30, 1997, THI will prepare a draft statement of the net operating assets of Spectronic (the "Spectronic Net Asset Statement"), and a draft calculation of THI's total goodwill associated with the acquisition of LSI (the "THI Goodwill Statement") in each case as of June 28, 1997. TOC will review such statements and provide THI with any objections thereto within 30 days after TOC's receipt thereof. If TOC does not object within such 30-day period, then the THI Goodwill Statement and the Spectronic Net Asset Statement shall be deemed to be accepted by TOC and shall become final. If TOC does object to either statement, then the parties will use best efforts to resolve any such objections within 30 days. If the parties are unable to resolve such objections within such 30-day period, then any disputed items will be resolved by an accounting firm designated jointly by TOC and THI and the statements shall be finalized in accordance with the determination of such firm. Upon finalization of the Spectronic Net Asset Statement and the THI Goodwill Statement as provided above, the Spectronic Purchase Price shall be increased or decreased, as the case may be, by (A) the amount by which the net operating assets of Spectronic as shown on the Spectronic Net Asset Statement are greater than or less than $14,686,000 and (B) the amount by which the Goodwill Percentage of THI's total goodwill as shown on the THI Goodwill Statement is greater than or less than $28,303,000. For purposes of this section 1.3(b), "goodwill" means cost in excess of net tangible assets acquired, and does not include any restructuring or similar costs or reserves accrued in connection with actions taken by the businesses of LSI after June 28, 1997 to reduce costs or enhance profitability, and "net operating assets" means tangible...
Purchase Price for the Shares. (a) The aggregate purchase price to be paid by the Buyer for all of the Shares (the "Purchase Price") shall be equal to 80% of the product of (i) $250.00 and (ii) the number of enrolled risk members of the Company as reflected in the final enrollment data provided by the New Jersey Division of Medical Assistance and Health Services with respect to the Closing Date, subject to adjustment pursuant to Subsections 6.1 and 6.8 (together, the "Closing Adjustments") and subject to reduction after the Closing Date pursuant to Section 8.
(b) The Purchase Price shall be payable in cash, by wire transfers of immediately available funds, as follows:
(i) on the Closing Date (or, if the Closing Date is not a business day, then the next succeeding business day), the Buyer shall deliver to Fleet Bank, N.A., as escrow agent (the "Escrow Agent"), the sum of $5,500,000 to be held in an interest-bearing escrow account (the "Escrow Account") pursuant to the terms of an Escrow Agreement in the form attached hereto as EXHIBIT B (the "Escrow Agreement"), as a reserve to satisfy any and all or part of any reduction in the Purchase Price pursuant to Section 8; and
(ii) on the second business day following the date on which the New Jersey Division of Medical Assistance and Health Services provides the data referred to in paragraph (a) of this Subsection 1.2 (but no earlier than the date of the payment pursuant to the preceding clause (i)), (A) the Buyer shall deliver to the Stockholder an amount equal to the Purchase Price less (1) $5,500,000 and (2) the amount of the Closing Adjustments or (B) in the event the Closing Adjustments exceed an amount equal to the Purchase Price less $5,500,000, then the Stockholder shall deliver to the Buyer an amount equal to (1) the Closing Adjustments less (2) the Purchase Price less $5,500,000.
(c) In the event of an adjustment in the Purchase Price as the result of one or both Closing Adjustments, the parties agree that it is in their mutual best interests for the Buyer to contribute to the Company an amount in cash equal to the aggregate amount of the Closing Adjustments. The Buyer hereby agrees that (i) to the extent a Closing Adjustment results in the payment of an amount in cash to the Buyer by the Stockholder, the Stockholder shall make such payment to the Company, on behalf of the Buyer and in satisfaction of the Buyer's obligations under this paragraph (c) with respect to such amount and (ii) to the extent a Closing Adjustment results in a ...
Purchase Price for the Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement and the Option Agreement, Vector and the Buyer agree that on the Closing Date Vector shall sell to the Buyer, and the Buyer shall purchase from Vector, the Shares for aggregate cash consideration of $1,250,000 payable in United States currency (the "Purchase Price").
(b) At the Closing, Vector shall deliver to the Buyer one or more certificates representing the Shares against delivery by the Buyer to Vector of the Purchase Price. Certificates for the securities comprising the Shares shall be registered in such name or names and in such authorized denominations as the Buyer may request in writing at least five full business days prior to the Closing Date.
Purchase Price for the Shares. The aggregate purchase price for the Shares shall be Ten Million Eight Hundred Thousand Dollars ($10,800,000.00) (the “Purchase Price”).
Purchase Price for the Shares. The purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Shares shall be an amount equal to the aggregate book value of the Shares, determined in accordance with generally accepted accounting principles consistently applied ("GAAP"), as reflected on the Company's balance sheet prepared in accordance with GAAP as of the close of business on December 31, 2003 (the "Closing Book Value of the Shares").
Purchase Price for the Shares. (a) At the Time of Closing, the Buyer, as the borrower, shall enter into a loan agreement with the Seller, as the lender (the “Loan Agreement”), pursuant to which the Buyer shall borrow from the Seller on the Closing Date, an aggregate amount equal to $222,309,582.29, representing the fair market value of the Shares, as determined pursuant to the Omnibus Agreement, reduced by the amount of debt outstanding on the date hereof under the Credit Facility (the “Purchase Price”). The Loan Agreement shall be in substantially the form attached to this Agreement as Exhibit I.
(b) Within 30 days following the Closing Date, (i) the Buyer and the Seller shall agree upon certain post-Closing adjustments to the Purchase Price to reflect each Party’s pro rata portion of amounts in respect of charter hire, vessel operating expenses and interest expense for the period from October 1, 2011 through October 31, 2011, and (ii) the Buyer shall pay to the Seller an amount in cash equal to all of the cash in the accounts of the Subsidiaries in excess of $500,000 in the aggregate (collectively, the “Purchase Price Adjustments”).
(c) Within 45 days following the Closing Date, the Seller or the Buyer, as applicable, shall pay to the other Party an amount, in cash, equal to the aggregate of all Purchase Price Adjustments pursuant to Section 2.04(b).
Purchase Price for the Shares. At the Time of Closing, the Buyer shall pay to the Seller (to such account as the Seller shall nominate) the amount set out on Schedule B across from the Vessel Owning Subsidiary’s name, for the Shares (the “Purchase Price”).
Purchase Price for the Shares. The aggregate purchase price (the "Purchase Price") to be paid by the Buyer for the Shares shall be $50,875,000 (equivalent to $13.75 per D&M Share) adjusted (plus or minus) at Closing according to the following formula (average daily New York Stock Exchange closing price of the D&M Shares from the date following the date of this agreement to the day before the Closing, less $13.75, times the number of D&M Shares held by the Company (3,700,000), times 50%) provided, however, that the Purchase Price, in no event, shall be higher than $55,000,000 (upper limit) nor lower than $50,000,000 (lower limit). At the Closing, in full payment for the Shares, the Buyer shall deliver to the Shareholder the Purchase Price, by delivery of a wire transfer of immediately available funds to an account designated in writing by the Shareholder.
