Purchase Price of Shares. Except as provided in subparagraph ------------------------ 2.5(b) below, the purchase price of each Share shall be equal to (i) seven times earnings before interest, taxes, depreciation and amortization for the twelve month period ended as of the quarter ending immediately prior to the "event of purchase" (as defined in subparagraph 2.5(a) below), less funded debt existing at such quarter end, divided by (ii) the total number of shares outstanding on that date. The purchase price shall be determined by the Corporation and shall be adjusted for any stock splits, recapitalizations or stock dividends occurring after the date as of which the purchase price is determined and before the Closing of the purchase and sale.
Purchase Price of Shares. The purchase price for any Shares sold and purchased pursuant to this Article III shall be equal to their Fair Market Value as determined under Article V of this Agreement. Notwithstanding the immediately preceding sentence, in the event that the Shareholder's employment is terminated by the Company for "cause", the purchase price for any Shares sold and purchased pursuant to this Article III shall be equal to the exercise price per Share tendered to the Company by the Shareholder upon exercise of the option pursuant to which the Shares were acquired. For purposes of this Agreement, if the Shareholder is a party to a written employment agreement with the Company or an affiliate which contains a definition of "cause", "termination for cause" or any other similar term or phrase, whether such Shareholder is terminated for "cause" pursuant to this Article III shall be determined according to the terms of and in a manner consistent with the provisions of such written employment agreement. If the Shareholder is not party to such a written employment agreement with the Company or an affiliate, then for purposes of this Article III, "cause" shall mean willful misconduct in connection with the Shareholder's duties or willful failure to perform his or her responsibilities in the best interests of the Company (including, without limitation, breach by the Shareholder of any provision of any employment, non-disclosure, non-competition or other similar agreement between the Shareholder and the Company). The good faith determination by the Board of Directors of the Company of whether the Shareholder's employment was terminated by the Company for "cause" shall be final and binding for all purposes hereunder.
Purchase Price of Shares. For any options granted hereunder, the purchase price of the stock shall be the market price or 10% above the market price based upon regulations covering the granting of the option.
Purchase Price of Shares. The price of the Shares shall be equal to the fair market value of the Shares. The fair market value of the Shares shall be the average of the closing bid and ask prices of the Company’s common stock on the National Association of Securities Dealers Automated Quotation National Market System (“NMS”) on the date of death or declaration of bankruptcy, as the case may be. If the Company’s common stock is not quoted on the NMS, then the fair market value shall be the average of the closing bid and ask prices of the Company’s common stock on the National Association of Securities Dealers Automated Quotation System or any comparable system on the date of death or declaration of bankruptcy, as the case may be. If the Company’s common stock is not quoted on any system, then the fair market value shall be the fair market value as has been determined by resolution of the Board of Directors of the Company within last 90 days prior to the date of death or declaration of bankruptcy. If such determination is not available, the fair market value of the Shares will be determined by an independent business appraiser (“Appraiser”) selected by the mutual agreement of the Founder and the Shareholder (or the executor or representative of such Shareholder’s estate in the event of the death of the Shareholder), or if the Founder and Shareholder or his representative cannot mutually agree on the appointment of an Appraiser, then each party shall select an Appraiser and the two Appraisers selected will then select a third Appraiser whose determination of the fair value of the Shares will be binding. The process of determining the fair market value of the Shares under Paragraph 3B of this Agreement will be made as expeditiously as practicable and the costs incurred to determine the fair market value of the Shares under this Paragraph 3B of the Agreement will be borne equally by the Founder and the Shareholder (or the executor or representative of such Shareholder’s estate in the event of the death of the Shareholder).
Purchase Price of Shares. During the period beginning on the date of this Agreement and ending on 11:59 p.m., Nashville, Tennessee time, on the date which is eighteen (18) months from the date of this Agreement (the "Initial Period"), (i) the aggregate purchase price of the UKDS Option Shares shall be Two Million U.S. Dollars ($2,000,000)(US); and (ii) the aggregate purchase price of the CCA Australia Option Shares shall be Two Million U.S. Dollars ($2,000,000)(US). During the period beginning on the day immediately following the end of the Initial Period and ending on 11:59 p.m., Nashville, Tennessee time, on the day of the second anniversary of the date of this Agreement (the "Subsequent Period"), (i) the aggregate purchase price of the UKDS Option Shares shall be Two Million One Hundred Thousand U.S. Dollars ($2,100,000)(US); and (ii) the aggregate purchase price of the CCA Australia Option Shares shall be Two Million One Hundred Thousand U.S. Dollars ($2,100,000)(US). The purchase price shall be payable by bank wire transfer or such other form of payment as may be acceptable to JJFMS and Sodexho.
Purchase Price of Shares. The purchase price per share of the Shares subject to purchase by reason of Section 6(a)(i-iv) hereof shall be the "Fair Market Value" of the Company as of the date of the Triggering Event, divided by the number of issued and outstanding Shares of the Corporation's Common Stock as of that same date. For purposes of this Agreement, the Fair Market Value of the Corporation shall be defined as the greater of (a) the sum of the Company's assets minus its liabilities, or (b) if the shares underlying the options are freely tradable, the ten day average Bid price of the Company's common stock on any regional or national exchange where its securities may trade on the date of the Triggering Event, or (c) if the shares underlying the options are restricted, the sum of fifty percent (50%) of the ten day average Bid price of the Company's common stock on any regional or national exchange where its securities may trade on the date of the Triggering Event
Purchase Price of Shares. Company and Shareholders agree that the value and Purchase Price of each of the Shares, as of the date of this Agreement shall be the amount determined by the following formula: The total commission and fee income revenue received by Company during the twelve (12) calendar months immediately preceding the occurrence of an event of sale as set for in Article II of this Agreement, shall be multiplied by a factor ( ). The amount so determined shall then be divided by the total number of Shares then issued and outstanding, to determine the purchase price of each Share. In the event Company has not been in existence for a period of twelve (12) months prior to the occurrence of an event of sale as set forth in Article II of this Agreement, then Company shall make a good faith estimate of the total commission and fee income revenue that would have been received during a twelve (12) months period; and this amount will be applied to the formula set forth above. The Purchase Price of each Share (as stated above, and as re-determined from time to time in accordance with this Article) shall include the goodwill value of Company as a going concern.
Purchase Price of Shares. The price of the Shares shall be equal to the fair market value of the Shares. The fair market value of the Shares shall be the fair market value as has been determined by resolution of the Board of Directors of the Company within last 90 days. If such determination is not available, the fair market value of the Shares shall be the value upon which the selling Shareholder and the purchasing Shareholder have agreed. If, within thirty (30) days after an election to purchase the Shares has been made (or an event requiring repurchase of the Shares), the selling Shareholder and the purchasing Shareholder cannot agree upon the fair market value of the Shares, then the fair market value of the Shares will be determined by an independent business appraiser selected by the mutual agreement of the selling Shareholder and the purchasing Shareholder, or if, within thirty (30) days thereafter, the selling Shareholder and the purchasing Shareholder cannot mutually agree on the appointment of an independent business appraiser, then each party shall promptly select an independent business appraiser and the two independent business appraisers selected will then promptly select a third independent business appraiser whose determination of the fair market value of the Shares will be binding. The process of determining the fair market value of the Shares under Paragraph 4B of this Agreement will be made as expeditiously as practicable.
Purchase Price of Shares. The purchase price of each Share shall be $0.77 (the "Per Share Price"). The Company shall not, during the period beginning on the date of this Agreement and ending ninety (90) days after the Closing Date (as defined below), without adjusting the Per Share Price hereunder accordingly, sell (i) Shares at a price per share of less than the Per Share Price, or (ii) options, warrants or any other securities that can be converted into, or otherwise exchanged for, shares of the Company's common stock at a conversion, exchange or exercise price of less than the Per Share Price, other than to employees, directors and consultants under existing stock option plans, employee stock purchase plans or issued warrants; provided, that the conversion, exchange or exercise price of each such option, warrant or other security is not lower than the fair market value of the underlying stock on the date of the sale or grant. In the event the Company shall, during the period beginning on the date of this Agreement and ending ninety (90) days after the Closing Date, sell any shares of the Company's common stock at, or any instruments that can be converted into or otherwise exchanged for the Company's common stock (the "Subsequent Sale") exercisable at, a price per share (the "Subsequent Purchase Price") of less than the Per Share Price (prior to any adjustment pursuant to this Section 2.2), the Company shall, within ten (10) business days of the Subsequent Sale, pay to each Purchaser a cash amount equal to the number of Shares purchased by such Purchaser times the difference between the Per Share Price and the Subsequent Purchase Price.
Purchase Price of Shares. $0.01 per Share, the receipt of which is hereby acknowledged
