Common use of Purchase Price Payment Clause in Contracts

Purchase Price Payment. (a) Subject to the terms and conditions contained herein, Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate of Buyer as designated by Buyer), and Xxxxx hereby agrees to purchase, acquire and accept from Seller the Purchased Shares to be sold by Seller hereunder for a purchase price of $7.55 per Purchased Share held by Seller, the “Purchase Price”), in each case, net of Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”) and paid in cash in immediately available funds to the account(s) hereafter designated by Seller. Contemporaneously with the delivery of Seller’s respective portion of the Purchase Price, Seller will cause to be delivered to Buyer (or its designee) the Purchased Shares to be sold hereunder by Xxxxxx (or evidence of book-entry delivery), free and clear of all security interests, claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable federal and state securities Laws). When used in this Agreement, “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings or any of their respective subsidiaries be deemed an Affiliate of Seller hereunder. “Person” means any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of the foregoing.

Purchase Price Payment. (a) Subject to the terms and conditions contained herein, each Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate of Buyer as designated by Buyer), and Xxxxx hereby agrees to purchase, acquire and accept from such Seller the Purchased Shares to be sold by such Seller hereunder for a purchase price of $7.55 per Purchased Share held by such Seller, the “Purchase Price”), in each case, net of such Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”) and paid in cash in immediately available funds to the account(s) hereafter designated by each such Seller. Contemporaneously with the delivery of each Seller’s respective portion of the Purchase Price, each Seller will cause to be delivered to Buyer (or its designee) the Purchased Shares to be sold hereunder by Xxxxxx such Seller (or evidence of book-entry delivery), free and clear of all security interests, claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable federal and state securities Laws). When used in this Agreement, “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings or any of their respective subsidiaries be deemed an Affiliate of any Seller hereunder. “Person” means any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of the foregoing.

Purchase Price Payment. (a) Subject to the terms and conditions contained herein, each Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate of Buyer as designated by Buyer), and Xxxxx Bxxxx hereby agrees to purchase, acquire and accept from such Seller the Purchased Shares to be sold by such Seller hereunder for a purchase price of $7.55 per Purchased Share held by such Seller, the “Purchase Price”), in each case, net of such Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”) and paid in cash in immediately available funds to the account(s) hereafter designated by each such Seller. Contemporaneously with the delivery of each Seller’s respective portion of the Purchase Price, each Seller will cause to be delivered to Buyer (or its designee) the Purchased Shares to be sold hereunder by Xxxxxx such Seller (or evidence of book-entry delivery), free and clear of all security interests, claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable federal and state securities Laws). When used in this Agreement, “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings or any of their respective subsidiaries be deemed an Affiliate of any Seller hereunder. “Person” means any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of the foregoing.