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 the Company 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 OTHER THAN the amount, if any, received by the Company pursuant to that certain Asset Purchase Agreement of even date herewith by and among the Company, WEAU License, Inc. and Cosmos Broadcasting Corp. (the "WEAU Agreement"), 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 Lawrence A. Busse and the Amendxx xxx Xxxxxxxx Xmployment Agreement with James C. Ryan) other than any sxxx xxxxxxxxxn 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 Lawrence A. Busse or James C. Rxx...
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. 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. (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. 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 $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 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 First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer in immediately available-funds to the order of the Company. It is understood that the Representatives have been authorized, for their 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 Option Shares the Underwriters have agreed to purchase. BancBoston Xxxxxxxxx Xxxxxxxx Inc., individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second 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 (a) In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to transfer to the Seller on the Closing Date the purchase price for the Mortgage Loans provided in the Adoption Annex. (b) Reserved.

  • 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 and kind of securities purchasable upon exercise of this Warrant and the Purchase Price shall be subject to adjustment from time to time as follows:

  • 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 the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxx., Xxxxxxx, Xxxxx 00000 at 10:00 A.M., New York City time, on the fourth 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 The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option granted in Section 3 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 3 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 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 (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

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