Purchase Price of NORCAL Common Stock Sample Clauses

Purchase Price of NORCAL Common Stock. (a) The aggregate purchase price for all Authorized Conversion Shares shall be the sum of the following (the “PRA Consideration”): (i) a fixed amount of $450,000,000 assuming all Policyholders are Stock Subscribers (the “Fixed PRA Consideration”) and (ii) a contingent amount of up to $150,000,000 to be determined as provided in Section 3.2(b) hereof (the “Contingent PRA Consideration”). For each share of NORCAL Common Stock issued in the Conversion, PRA agrees to pay to the holder of a share of NORCAL Common Stock cash in an amount equal to such holder’s pro rata share of each of the Fixed PRA Consideration and the Contingent PRA Consideration with such pro rata share to be determined on a per share basis by dividing the total number of Authorized Conversion Shares into the amount of each of the Fixed PRA Consideration and the Contingent PRA Consideration. The per share amount of the Fixed PRA Consideration and the Contingent PRA Consideration (the “Per Share Offer Price”) shall be payable to the Selling Stockholders in cash as provided in Article 4 hereof. For the avoidance of doubt, the Fixed PRA Consideration and Contingent PRA Consideration shall be payable only to those Eligible Policyholders who elect to receive NORCAL Common Stock in the Conversion and who tender their shares of NORCAL Common Stock to PRA pursuant to the Offer so that the total consideration paid by PRA under this Section 3.2(a) will be reduced by an amount equal to the aggregate Per Share Offer Price for the number of shares of NORCAL Common Stock that would have been issued to the Certificate Subscribers and Cash Subscribers if the Certificate Subscribers and Cash Subscribers had elected to become Stock Subscribers in the Conversion. By way of example, assuming that the total number of Authorized Conversion Shares (being the total number of shares of NORCAL Common Stock authorized to be issued in the Conversion) is 8,800,000 shares and that the total amount of the Contingent PRA Consideration is ultimately determined to be $150,000,000, the Per Share Offer Price for a share of NORCAL Common Stock pursuant to the Offer shall be $68.1818181818 which is an amount equal to the sum of (i) $51.1363636363 (determined by dividing the number of Authorized Conversion Shares (8,800,000) into the Fixed PRA Consideration ($450,000,000)); and (ii) $17.0454545454 (determined by dividing the number of Authorized Conversion Shares (1,000,000) into the 16 43126503 v1 (b) The Contingent PRA Consider...
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Related to Purchase Price of NORCAL Common Stock

  • Purchase Price (a) Subject to adjustment in accordance with this Section 1.4 and Sections 1.5 and 1.6 below, the aggregate purchase price (the "Purchase Price") payable to Sellers in consideration for the Assets (other than gold, which shall be purchased pursuant to subsection 1.4(b) below) and the Business (in addition to the assumption of the Assumed Liabilities) shall be an aggregate amount in cash equal to the sum of (x) $23,137,586 [such amount being derived as follows: $44,000,000 less the net amount contained in the statement of working capital as at January 28, 1996 as set forth on Schedule 1.4(a) (the "Base Working Capital Statement")] plus (y) the Adjusted Working Capital (as defined below) plus (z) the aggregate amount on account of those certain operating liabilities set forth on Schedule 1.4(b) hereof. Buyer will pay the Purchase Price at Closing as follows: (i) by wire transfer in immediately available funds to an account designated by Sellers (in accordance with the allocation determined pursuant to Section 1.8(b) hereof), an amount equal to the sum of (x) $9,137,586 plus (y) Sellers' good faith estimate of the Adjusted Working Capital (the "Estimated Working Capital"), which estimate shall be set forth in writing and shall be delivered to Buyer not less than three (3) business days prior to the Closing Date plus (z) the aggregate amount on account of those certain liabilities set forth on Schedule 1.4(b) hereof; and (ii) to an escrow agent (the "Escrow Agent") by wire transfer in immediately available funds to an account designated by the Escrow Agent, an amount equal to $14,000,000 to be held by the Escrow Agent pending receipt of the FTC Final Order, pursuant to the terms of an escrow agreement incorporating the terms set forth on Exhibit D hereof (the "Escrow Agreement") to be entered into on the Closing Date among Sellers, Buyer and the Escrow Agent. Sellers shall have no liability to Buyer if the FTC Final Order differs from the FTC Preliminary Order except to the extent of a reduction in the Purchase Price payable pursuant to this Subsection 1.4(a) (and the right to receive an amount equal to such reduction from the Escrow Fund held by the Escrow Agent), except to the extent that Sellers would otherwise be liable to Buyer in connection therewith or on account thereof pursuant to any other provision of this Agreement without regard to the limitation in the first clause of this sentence.

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