Purchase Price of Stock Sample Clauses

Purchase Price of Stock. The purchase price per share of NeoMedia Held Newco Shares that Newco purchases under this Section 5.2 shall be equal to $0.01 per share (subject to equitable adjustment in the event of any stock split, stock dividend, combination, recapitalization, reorganization or other similar event).
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Purchase Price of Stock. FOR PURPOSES OF INVOLUNTARY TRANSFERS AND SECTIONS 4(E)(II) AND 4(F)(II).
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Purchase Price of Stock. The price per share to be paid a shareholder for the shareholder's shares of stock of the corporation upon exercise of the corporation's rights to purchase such stock hereunder shall be an amount equal to the value per share last established by the unanimous vote of the entire Board of Directors applicable to all outstanding shares of the corporation. If the Board has failed to establish any such value and price for more than fourteen (14) months, then the value per share shall be determined as of the last day of the month immediately preceding the date of the event giving rise to the purchase, by appraisal of three qualified appraisers selected, one by the offering shareholder (or the offering shareholder's legal representative), one by the corporation, and one by the other two (or if they are unable to agree within ten (10) days after their selection, by the Chief Judge of the District Court for the County in which the corporation then has its registered office); such appraisers shall determine such value as that price which a willing buyer, being under no compulsion to buy, would pay for a share of stock of the corporation and which a willing seller, being under no compulsion to sell, would accept for a share of stock. Such appraisal shall be accomplished under such rules as the appraisers may reasonably establish or otherwise in accordance with the Uniform Arbitration Act (Sections 572.08?572.30 of the Minnesota Statutes). The decision of the appraisers shall be rendered in writing by a majority vote, within sixty (60) days after the selection of the third appraiser, which decision shall be final and binding on all parties. The corporation shall pay the entire purchase price in cash within thirty (30) days after the date of the exercise of its option to purchase or the date of the decision of the appraisers, whichever is later, and upon surrender of the certificates representing the shares so purchased, duly endorsed for transfer.
Sample 1
Purchase Price of Stock. In exchange for the Transaction Stock and other consideration provided by Stockholders hereunder: (a) At the Closing, Buyer shall pay to Stockholders the sum of Thirty Million Dollars ($30,000,000) as adjusted pursuant to §2.2(d) below (as so adjusted the “Cash Component” and, together with the amounts deposited in the Key Person Fund, the “Purchase Price”) by bank wire transfer of immediately available funds to an account designated by Stockholders prior to the Closing Date. (b) Buyer shall establish a fund (the “Key Person Fund”) in the aggregate amount of One Million Five Hundred Fifty-Five Thousand Six Hundred Sixty Five Dollars ($1,555,665) to be funded at a rate of approximately $500,000 each year for the first three years after the Closing and to be distributed in installments on the Closing Date and thereafter semi-annually to the individuals (the “Key Persons”) and in the amounts allocated and installments set forth in Schedule 2.2(b) attached hereto, subject to §2.4(b) below. (c) The unadjusted Cash Component as stated in §2.2(a) above includes and assumes the retention by the Company and transfer to Buyer of the Required Net Working Capital, determined as of June 30, 2007 (the “Inventory Date”). The Parties shall use commercially reasonable efforts in good faith to establish prior to the Inventory Date a mutually satisfactory method for estimating, counting, and valuing inventory subject to the contemplated purchase by Buyer, established by reference to the actual cost of purchases, so as to permit a final determination of the inventory value to be made on the Inventory Date in order to make satisfactory determinations of Net Working Capital and Net Worth. In the event the Company’s actual Net Working Capital exceeds the Required Net Working Capital on the Inventory Date, the Cash Component (and therefore the Purchase Price) shall be increased in the amount of such excess, and in the event the Company’s actual Net Working Capital is less than the Required Net Working Capital on the Inventory Date, the Cash Component (and therefore the Purchase Price) shall be reduced in the amount of such deficit. Neither the Stockholders nor the Company shall take any actions out of the ordinary course of business from the Inventory Date to the Closing Date that would have an effect on the Company’s Net Working Capital or Net Worth during such period.
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Purchase Price of Stock. 2 3.1 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 3.2 Payment of the Purchase Price . . . . . . . . . . . . . . . . . . . . .2 3.3
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Purchase Price of Stock. In consideration of the sale by Seller of the Shares, and in full and complete payment therefor, Buyers agrees, subject to the terms and conditions contained herein, to pay Seller as follows: (a) $2,000,000.00 in cash; and (b) $500,000.00 by Buyers' execution and delivery to Seller of a promissory note in substantially the form of Exhibit "A" attached hereto (the "Note"). The Note will (a) bear interest at nine percent (9%) per annum compounded annually and (b) be secured by the Shares pursuant to the terms of a Pledge Agreement, in substantially the form of Exhibit "B" attached hereto (the "Pledge Agreement"). In addition each of the of the partners of Buyer will personally guarantee payment of the Note.
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Purchase Price of Stock. 1 2.1 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 2.2
Sample 1
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Purchase Price of Stock. The purchase price for the six hundred seventy eight thousand, six hundred twelve (678,612) shares of the Company's authorized but unissued common stock 0.10 Par value (the "First Stock") shall be Two Hundred Seventy One Thousand, Four Hundred and Forty Four ($271,444.00) Dollars ("First Purchase Price"). Upon execution of this Agreement, Purchaser shall make a non-refundable deposit (the "Deposit") to the Company in the amount of Fifty Thousand dollars ($50,000.00). The Deposit shall be credited to the First Purchase Price at the First Closing. The balance of the First Purchase Price shall be payable at the First Closing in immediately available funds. The purchase price for the five hundred sixty two thousand (562,000) shares of the Company's authorized but unissued common stock 0.10 Par value (the "Second Stock") shall be Two Hundred Twenty Five Thousand, Eight Hundred ($225,800.00) Dollars ("Second Purchase Price") which shall be payable the Second Closing in immediately available funds.
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Purchase Price of Stock 
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Related to Purchase Price of Stock

  • Purchase Price (a) In consideration for the Shares, at the Closing: (i) the Buyer will pay to the Sellers at Closing an aggregate amount equal to (x) Three Million Dollars ($3,000,000), less (y) the sum of (A) any Extension Fee paid pursuant to the Collaboration Agreement and (B) the amount of any liabilities identified on Exhibit 2.2(a) and any other Company GAAP Liabilities (to the extent not paid by the Company prior to the Closing Date), by wire transfer of immediately available funds to the Sellers (the difference of (x) minus (y), the “Net Closing Payment”); (ii) the Buyer will pay the amount of liabilities specified on Exhibit 2.2(a) to such account or accounts specified by the Company for immediate distribution in payment of the liabilities set forth on Exhibit 2.2(a); provided, however, that in no event shall the amounts payable under this Section 2(a)(ii) exceed an amount equal to Three Million Dollars ($3,000,000) minus the Company GAAP Liabilities that are not specified on Exhibit 2.2(a); and (iii) the then outstanding amount of the [***] Loan shall be reduced to zero, ((i), (ii) and (iii) collectively, the”Closing Consideration”) 5 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 (i) The Buyer shall pay to [***] in his capacity as Seller Representative for further distribution to the Sellers at the Closing, the Net Closing Payment, by wire transfer of immediately available funds to the accounts in the United States specified by [***]6 in writing to the Buyer at least three (3) Business Days prior to the Closing. (c) In the event any Company GAAP Liabilities are identified within two (2) years after Closing that were not deducted from the Net Closing Payment as required by Section 2.2(a), Sellers shall reimburse Buyer for each and every such Company GAAP Liability within five (5) Business Days after receiving the Buyer’s written demand therefor. Subject to Section7.4(d), the foregoing does not limit or modify the indemnification obligations in Article 7.

  • 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; 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 Protection With respect to any Mortgage Loan that prepays in full on or prior to the last day of the third full month following the related Closing Date (or such other date set forth in the related PPTL, the Seller shall reimburse the Purchaser an amount equal to the product of (a) the amount by which Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of the Mortgage Loan as of the Cut-off Date. Such payment shall be made within thirty (30) days of such payoff.

  • Option Price The Option price is $_______ for each Share, being 100% of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • 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.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

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