Purchase Price Payable at Closing. The aggregate purchase price (the "Purchase Price") for the Licenses shall be (i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000.00) minus (ii) the aggregate amounts paid by Buyer to Seller for the term of the Wholesale Agreement as the Fixed Fee on Schedule A to the Wholesale Agreement. At the Closing, in exchange for the Licenses, Buyer shall pay and deliver the Purchase Price to Seller by wire transfer of immediately available funds to an account designated by Seller.
Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Buyer to Sellers at the Closing for the Cancelled Units shall be an amount (the “Adjusted Purchase Price”) in cash (subject to adjustment pursuant to Section 2.2(e)), equal to:
(i) the Purchase Price; minus
(ii) the Rollover Value; plus
(iii) the Estimated Net Working Capital Surplus, if any; plus
(iv) the Estimated Closing Cash; minus
(v) the Estimated Closing Indebtedness; minus
(vi) the Estimated Seller Transaction Expenses; minus
(vii) the Advance Amount; minus
(viii) the Adjustment Escrow Amount; minus
(ix) the Indemnity Escrow Amount; minus
(x) the Special Escrow Amount; and minus
(xi) the Estimated Net Working Capital Deficiency, if any. The Adjusted Purchase Price shall be allocated among the Sellers in accordance with the Payment Allocation Certificate.
Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Buyer to Spence at the Closing for the Purchased Xxxxxx, the obligations of the Sellers under Section 5, and the other rights of Buyer hereunder shall be an amount (the “Adjusted Purchase Price”) in cash (subject to adjustment pursuant to Section 2.3(d)), equal to:
(i) the Purchase Price; plus
(ii) the Estimated Working Capital Surplus, if any; minus
(iii) the Estimated Working Capital Deficiency, if any; plus
(iv) the Estimated Closing Cash; minus
(v) the Estimated Closing Indebtedness; minus
(vi) the Estimated Seller Transaction Expenses; minus
(vii) the Walden Facility Value.
Purchase Price Payable at Closing. Section 1.6 of the Agreement is deleted and replaced with the following: At the Closing, and subject to the terms and conditions of this Agreement, Purchaser shall pay to Seller at the Closing in cash by wire transfer of immediately available funds to one or more accounts designated by each Seller in writing at least two (2) Business Days before the Closing Date, an amount equal to the sum of (i) Eighty-Five million dollars ($85,000,000), plus (ii) the cash amount of the Accrued Royalty, minus (iii) the sum of the Non-Refundable Deposits.
Purchase Price Payable at Closing. At the Closing, and subject to the terms and conditions of this Agreement, Purchaser shall, pay to Seller at the Closing in cash by wire transfer of immediately available funds to one or more accounts designated by each Seller in writing at least two (2) Business Days before the Closing Date, an amount equal to the sum of (i) eighty five million dollars ($85,000,000), plus (ii) the cash amount of the Accrued Royalty, minus (ii) the amount of the distribution to Seller pursuant to the Escrow Agreement.
Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Buyer to Xxxxxx at the Closing for the Purchased Assets, the obligations of the Sellers under Section 5, and the other rights of Buyer hereunder shall be an amount (the “Adjusted Purchase Price”) in cash (subject to adjustment pursuant to Section 2.3(d)), equal to: (i) the Purchase Price; plus
Purchase Price Payable at Closing. Purchaser shall pay to Sellers, at Closing, $13,918,736.00, payable wholly in Cash at Closing, by wire transfer to an account designated by Sellers. [***] Confidential portions of this document have been redacted and filed separately with the Commission.
Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Xxxxx at the Closing to the Sellers for the Shares shall be an amount in cash equal to (the “Adjusted Purchase Price”):
(i) the Purchase Price;
(ii) plus the Estimated Closing Cash;
(iii) minus the Estimated Company Debt;
(iv) minus the Estimated Seller Transaction Expense;
(v) minus the Holdback Amount; and
(vi) minus the Advance Amount.
Purchase Price Payable at Closing. The Purchase Price payable at Closing shall be payable to Seller as follows: (i) cash in an amount equal to $6,399,400 (“Closing Payment”) minus the Escrow Amount; (ii) that number of shares (the “Non-Divestible Shares”), rounded to the nearest whole share, of common stock of BabyUniverse, Inc., par value $0.001 per share (the “BabyUniverse Common Stock”), that has a value, computed at the Average Closing Sale Price, equal to $130,600; and (iii) forty thousand (40,000) shares of BabyUniverse Common Stock (the “Divestible Shares” and together with the Non-Divestible Shares, the “BabyUniverse Shares”), which Divestible Shares shall be subject to forfeiture for no consideration in accordance with Section 2.7. For purposes of this Section 2.2, the “Average Closing Sale Price” shall mean the average closing sale price of a share of BabyUniverse Common Stock as quoted on the American Stock Exchange for the fifteen (15) consecutive trading days that immediately precede the second (2nd) trading day prior to the Closing Date, as such closing sale prices are reported (absent manifest error in the printing thereof) at xxx.xxxx.xxx.
Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable to the Sellers (subject to reduction of cash amounts payable to the Founder Sellers by the Aggregate Founder-Backed Phantom Unit Amount and the Aggregate Founder-Backed Warrant Amount as set forth in greater detail in the Distribution Methodology) at the Closing (the “Estimated Purchase Price”) for the Acquired Units shall consist of:
(i) an amount (the “Estimated Cash Purchase Price”) in cash to be paid by Buyer (subject to adjustment pursuant to Section 2.2(d)), equal to:
(A) the Base Cash Purchase Price; plus
(B) the Estimated Working Capital Surplus, if any; minus
(C) the Estimated Working Capital Deficiency, if any; plus
(D) the Estimated Closing Cash; minus
(E) the Estimated Company Debt; minus
(F) the Estimated Seller Transaction Expenses; minus
(G) the Aggregate Company-Backed Phantom Unit Amount; minus
(H) the Aggregate Warrant Amount; minus
(I) the Seller Representative Expense Fund; minus
(J) the Adjustment Escrow Amount; and
(ii) subject to the following paragraph, a number of shares of MultiPlan Common Stock equal to the Stock Purchase Price divided by the Issue Price issued by MultiPlan (the “Stock Consideration”). The Estimated Purchase Price shall be allocated among the Sellers, Warrant Holders and the Phantom Holders in accordance with the distribution methodology described on Annex 1 hereto (the “Distribution Methodology”). No fractional Shares will be issued as Stock Consideration, and any such fractional Share shall be rounded down to the nearest whole Share on a holder-by-holder basis, subject to the cash payment in lieu of such fractional Shares as provided in this paragraph. Notwithstanding any other provision of this Agreement, each Seller who would otherwise have been entitled to receive a fraction of a Share (after aggregating all Units delivered by such Seller) shall receive, in lieu thereof, cash, without interest, in an amount equal to such fraction of a Share multiplied by the Issue Price, rounded down to the nearest whole cent. For the avoidance of doubt, any such cash paid by Buyer in lieu of fractional Shares shall reduce the Stock Purchase Price and increase the Base Cash Purchase Price by the same amount such that the net effect is no change to the Estimated Purchase Price or Adjusted Purchase Price. Notwithstanding anything herein or in the Company Organizational Documents to the contrary, the portion of the Estimated Cas...
