Purchase Price Shares. 3.1.1 In consideration for the sale and transfer of the Shares, the Purchaser shall:
(a) pay an amount of USD 1,000,000 (in words: one million United States Dollars) (the Advance Payment) in cash to the Seller;
(b) pay an amount of EUR 11,000,000 (in words: eleven million euro) minus the Advance Payment (the Cash Consideration Payment) in cash to the Seller; and
(c) procure that the Parent, and the Parent hereby agrees that it, shall issue to the Seller a number of common stock in the share capital of the Parent (the Parent Common Stock), free from any Encumbrances (the Consideration Shares), which number of Consideration Shares shall be calculated as follows, subject to Clause 6.4: (A * B) / C, whereby A is an amount equal to EUR 3,000,000 (in words: three million euro);
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Purchase Price Shares. The Shares representing the Purchase Price, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and free from any preemptive right or Lien created by statute, CIC's certificate of incorporation or bylaws or any agreement to which CIC is a party and from any Lien, other than any Lien created pursuant to this Agreement or by any action of either Seller. Notwithstanding the foregoing, such Shares will be subject to certain restrictions on transfer pursuant to applicable Legal Requirements.
Purchase Price Shares. The Purchase Price Shares shall be allocated to the Sellers on an individual basis as set forth on Exhibit A attached hereto and incorporated herein by reference. All of Purchase Price Shares shall be “restricted securities” as such term is defined by Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Purchase Price Shares. In consideration for the sale and transfer of the Shares, the Purchaser shall:
(a) pay an amount of EUR 4,000,000 (in words: four million euro) (the Consideration Payment) in cash to the Sellers; and
(b) procure that the Parent shall issue to the Sellers a number of common stock in the share capital of the Parent (the Parent Common Stock), free from any Encumbrances (the Consideration Shares), subject to adjustment in accordance with Clause 5.4, to be held by such Seller as set out in Clause 5.2, which number of Parent Common Stock shall be calculated as follows: (A * B) / C, whereby A is an amount equal to EUR 8,000,000 (in words: eight million euro);
Purchase Price Shares. (a) At the Closing, IBAH shall buy from the Seller, and the Seller shall sell to IBAH, all of the shares of the Company's Common Stock (the "Shares") for an aggregate purchase price (the "Purchase Price") equal to US$3.8 million (subject to adjustment pursuant to section 2.1(b)) in the form of IBAH Common Stock as calculated pursuant to subsection (b), (c) and (d) hereto.
Purchase Price Shares. Within 30 days after the end of each of the first two twelve month periods following the Closing Date, the Purchaser shall cause to be prepared and delivered to Sellers a statement of operations of the Company for such twelve month period, determined in accordance with generally accepted accounting principles ("GAAP"). Such statement of operations shall include (i) a separate calculation of the Company's annual earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). Unless within 15 days of delivery of such statement of operations by Purchaser to Seller, Purchaser shall have received a written objection from Seller to such statement of operations, then such draft shall be considered the final statement of operations of the Company for such period (the "Final Statement of Operations"). If within 15 days of delivery of the statement of operations by Purchaser to Seller, Purchaser shall have received a written objection from Seller to such statement of operations, then the Seller and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be final, binding and conclusive. If the Seller and the Purchaser are unable to reach a resolution with such effect within 5 business days of the Purchaser's receipt of the Seller's written notice of objection, the Seller and the Purchaser shall submit such dispute for resolution to an independent accounting firm mutually appointed by the Seller and the Purchaser (the "Independent Accounting Firm"), which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall initially be paid by the Seller; provided, however, in the event that the Independent Accounting Firm determines that the Seller's objection to the statement of operations are valid, then the Purchaser shall pay the fee payable to the Independent Accounting Firm.
Purchase Price Shares. Buyer shall deliver to each Seller a certificate or certificates (or, at Buyer's option, an irrevocable letter of instructions to the Transfer Agent for
Purchase Price Shares. The Purchase Price Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable.
Purchase Price Shares. (a) At the Closing, the Buyer shall buy from the Seller, and the Seller shall sell to the Buyer, all of the shares of Diamond Common Stock (the "Shares") for an aggregate purchase price (the "Purchase Price") equal to the sum of (i) $8,500,000 in cash, (ii) the Pamarco Common Stock, (iii) the Subordinated Note and (iv) the Contingent Purchase Price.
(b) The Buyer shall pay the Purchase Price to the Seller as set forth below:
(i) at the Closing, the Buyer shall pay by a wire transfer of immediately available funds (A) $8,000,000 to the Seller and (B) $500,000 to the Escrow Agent in accordance with the Escrow Agreement (the "Escrow Funds");
(ii) at the Closing, the Buyer shall issue to the Seller a certificate for the Pamarco Common Stock; and
(iii) at the Closing, the Buyer shall execute and deliver to the Seller the Subordinated Note.
