PURCHASE PRICE FOR THE STOCK Sample Clauses

PURCHASE PRICE FOR THE STOCK. The total purchase price for the Stock shall be equal to (i) One Hundred Twelve Million Dollars ($112,000,000) LESS (ii) an amount equal to the balance, as of the Closing Date, of (x) the aggregate accreted value of the Company's 11-5/8% Senior Secured Notes due 2000 (issued under that certain Indenture, dated as of October 26, 1995, by and among the Company, certain guarantors and Shawmut Bank Connecticut, National Association) and (y) the outstanding aggregate principal balance of indebtedness for borrowed money (excluding any intercompany indebtedness) that is evidenced by a note, bond, debenture or similar instrument of Xxxxx or its subsidiaries, taken as whole, LESS (iii) accrued interest on the indebtedness referred to in the foregoing clause (ii), PLUS (iv) an amount equal to the sum, as of the Closing Date, of all cash, cash equivalents, marketable securities, bank accounts, certificates of deposit and short term investments (other than Accounts Receivable) of the Company and the Subsidiaries, LESS (v) an amount equal to the net book value (calculated in accordance with GAAP) of the Option Property at the end of the month prior to the transfer of such Option Property by the Company, LESS (vi) an amount equal to the aggregate unpaid obligations, if any, of the Company to any Person (including without limitation any current or former employee, officer, director, consultant, agent, advisor or representative of the Company) with respect to or on account of any severance agreement, severance plan, severance policy, incentive compensation, bonus arrangement, employment agreement, severance benefit agreement, compensation plan, consulting agreement or personal service contract (including without limitation the Company's Long Term Incentive Plan, the Company's Incentive Fee Plan, the Amended and Restated Employment Agreement with Xxxxxxxx X. Xxxxx and the Amended and Restated Employment Agreement with Xxxxx X. Xxxx) other than any such obligation that relates solely to a termination of employment by the Company after the Closing (or any such termination done at the request of Purchaser prior to the Closing) of any employee of, or any consultant or independent contractor to, the Company other than Xxxxxxxx X. Xxxxx or Xxxxx X. Xxxx. Each of the foregoing components of the Purchase Price shall be calculated by the Company in a manner reasonably satisfactory to Purchaser and (a) according to GAAP, (b) in a manner consistent with the Company's publicly availab...
Sample 1
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PURCHASE PRICE FOR THE STOCK. The purchase price for the Stock shall be One Million Dollars [$1,000,000] (the "Purchase Price"), of which: (i) Four Hundred Thousand Dollars ($400,000) shall be paid pursuant to the terms of Section 1 hereof; (ii) Two Hundred Thousand 2 Dollars ($200,000) shall be payable in cash at the Closing by wire transfer to an account or accounts designated by Seller or, in the absence of such designation, by certified or bank cashier's checks payable to Seller (the "Down Payment"); and (iii) Four Hundred Thousand Dollars ($400,000) shall be payable pursuant to the terms of the Note (as defined in Section 2.3 hereof).
Sample 1
PURCHASE PRICE FOR THE STOCK. (a) The total consideration to be paid by the Buyer for the Shares shall be Two Million One Hundred Twenty Five Thousand Dollars ($2,125,000) (the "Purchase Price") and shall be payable in the manner described in this Section 1.3, subject to a right of off-set as set forth in Section 1.4. (b) The Purchase Price shall be delivered as follows: (i) at the Closing, by the Buyer to the Stockholders, the amount of One Million Dollars ($1,000,000) (the "Cash Payment"), by cashier's or certified check, or by wire transfer of immediately available funds, to the respective accounts designated by the Stockholders and in the respective amounts set forth opposite such Stockholders' names on Schedule I attached hereto; ---------- (ii) on the dates set forth below, by the Buyer to the Stockholders, certificates representing that number of shares of the Buyer's Common Stock, $.01 par value per share (the "Buyer's Shares"), equal to (x) One Million One Hundred Twenty Five Thousand Dollars ($1,125,000) divided by (y) the ------- Average Closing Price (the "Stock Payment"), to be allocated among the Stockholders in the proportion set forth opposite such Stockholders' names on Schedule I attached hereto and to be distributed in the amounts and at the times ---------- that follow: (A) by the Buyer to all of the Stockholders except Xxxx Xxxxxxx and/or Xxxxx Xxxxxxx on the last day of the sixth month after the Closing Date, certificates representing that number of the Buyer's Shares equal to the proportion of the Stock Payment due to each such Stockholder; (B) by the Buyer to Xxxx Xxxxxxx or Xxxxx Xxxxxxx (but not both) on the Closing Date, a Non-Statutory Stock Option Agreement, attached hereto as Exhibit A, for the purchase of that number of the Buyer's Shares equal to the --------- amount of the Stock Payment due to either Xxxx Xxxxxxx or Xxxxx Xxxxxxx (but not both). (c) For purposes of this Section 1.3, the "Average Closing Price" shall mean the average closing price of the Buyer's Shares on the Nasdaq National Market during the ten consecutive trading days immediately preceding the execution of this Agreement (excluding the date on which this Agreement is signed). The closing prices of the Buyer's Shares used in such determination shall be subject to appropriate adjustment in the event of a stock split, stock dividend or other recapitalization which becomes effective during such ten-day period, and similarly the Average Closing Price shall be subject to appropriate adjustm...
Sample 1
PURCHASE PRICE FOR THE STOCK. On the terms and subject to the conditions set forth in this Agreement, at the Closing, as consideration for the sale, transfer and delivery of the Stock, Buyer shall pay Seller a cash purchase price in the amount of One Hundred Twenty Million One Hundred Fifty Thousand Dollars ($120,150,000) (the "Purchase Price"), subject to post-Closing adjustment as set forth in Section 1.3 below. In addition, the Purchase Price will be increased by any severance amounts payable as of January 31, 2000 to employees of the Target Entities in excess of $5 million. Likewise, the Purchase Price will be reduced by the amount that $5 million exceeds the total severance amounts payable as of January 31, 2000 to employees as of the Target Entities. All payments made pursuant to Section 1.2 and 1.3 hereof shall be paid via wire transfer pursuant to signed written payment instructions delivered to the party who owes the applicable funds from the party to whom such funds are owed."
Sample 1
PURCHASE PRICE FOR THE STOCK. The purchase price for the Stock shall be $1,100,000 ($9.92 per share) (the "Purchase Price"), which shall be payable at the Closing by wire transfer of U.S. Dollar funds that will be available not later than the close of business on the next business day after the Closing Date (as defined below) to an account or accounts designated by the Seller or, in the absence of such designation, by certified or bank cashier's checks payable to the order of the Seller.
Sample 1
PURCHASE PRICE FOR THE STOCK. The aggregate purchase price (the "Purchase Price") for the Stock is Four Hundred Thousand and 0/100 Dollars ($400,000). The Purchase Price shall be adjusted upward or downward, as the case may be, to equal the price set forth in the Fairness Opinion to be obtained by Seller with respect to this Agreement. The payment of any additional amount owed or to be refunded shall occur within ten business days of Seller and Purchaser's receipt of such Fairness Opinion. The Fairness Opinion shall be based on the balance sheet attached hereto as Exhibit 2.10.
Sample 1
PURCHASE PRICE FOR THE STOCK. The purchase price for the Stock shall be Three Million Two Hundred Thousand Dollars ($3,200,000.00) (“Purchase Price”) which shall be payable pursuant to the terms of the Promissory Note (as defined in Section 1.3 hereof).
Sample 1
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PURCHASE PRICE FOR THE STOCK. On the terms and subject to the conditions set forth in this Agreement, at the Closing, as consideration for the sale, transfer and delivery of the Stock, Buyer shall pay Seller a cash purchase price in the amount of One Hundred Seventeen Million Five Hundred Thousand Dollars ($117,500,000) (the "Purchase Price"), subject to post-Closing adjustment as set forth in Section 1.3 below. All payments made pursuant to Section 1.2 and 1.3 hereof shall be paid via wire transfer pursuant to signed written payment instructions delivered to the party who owes the applicable funds from the party to whom such funds are owed.
Sample 1
PURCHASE PRICE FOR THE STOCK 
Sample 1

Related to PURCHASE PRICE FOR THE STOCK

  • Payment for the Shares Payment for the Shares shall be made at the Closing Date (and, if applicable, at any Subsequent Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. RBC Capital Markets Corporation, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payments for any Shares to be purchased by any Underwriter whose funds shall not have been received by RBC Capital Markets Corporation by the Closing Date or any Subsequent Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

  • Payment of Purchase Price for the Mortgage Loans In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $165,276,772.63 and (ii) the Class S Certificates, the Class C Certificates, the Class P Certificates and the Class R Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Securities Corp. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Purchase Price Floor The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.25 per share of Common Stock, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Payment of Purchase Price Upon Exercise At the time of any exercise, the Exercise Price of the Shares as to which this Option is exercised shall be paid in cash to the Company, unless, in accordance with the provisions of Section 4.2(c) of the Plan, the Board shall permit or require payment of the purchase price in another manner set forth in the Plan.

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

  • Delivery of and Payment for the Stock Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of DTC unless the Representatives shall otherwise instruct. The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

  • Purchase Price; Number of Shares The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $3.89 (the “Purchase Price”), 51,414 fully paid and nonassessable shares of the Company’s Series A-1 Preferred Stock, $0.0001 par value (the “Preferred Stock”). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b). (b) Within forty-five (45) days after the Determination Date, Seller shall prepare and deliver to Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount of

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