Second Purchase Price. An additional second purchase price (the Second Purchase Price), if any, shall amount up to USD 10 (ten) million and shall be paid at the Second Payment Date in accordance with the calculation principles, the allocation schedule and the payment terms and conditions outlined in EXHIBIT 2.2. The Parties explicitly agree and confirm that the claim for the Second Purchase Price shall become existent (entstehen) not prior to the Second Payment Date.
Second Purchase Price. (a) The aggregate purchase price for the Second Purchased Shares shall be $9,750,000 (the "Second Purchase Price"), which, subject to Section 2.01, shall be allocated among the Buyers as set forth on Schedule A hereto. The Second Purchase Price shall be adjusted in proportion to any Adjustment Event occurring after the date hereof but prior to the Second Closing (as defined below).
Second Purchase Price. The Second Purchase Price shall have been delivered to the Company pursuant to Section 2.2.
Second Purchase Price. 1. An additional purchase price for the Sold Stocks shall amount up to USD 10 (ten) million (the Target Amount) to be paid at the Second Payment Date (and being subject to the deductions and set-offs and payment mechanisms exclusively set out in this Stock Purchase Agreement including this Exhibit 2.2 and the Transaction Fee Schedule (the Second Purchase Price).]
2. The Target Amount shall fall due if and when (the Target Date) at any time during the 24 months following Completion (the Milestone Period) AdnaGen achieves the following target figures (together the Milestones) being understood that the Milestones must be fulfilled collectively at the same Target Date for the last 12 trailing months:
a) Gross Revenues in a total amount of at least EUR [**Redacted**] plus USD [**Redacted**] (the Revenue Milestone) Gross Revenues in either currency exceeding the above minimum face value for a respective currency can be added to the other currency. The split into USD and EURO as above has the sole purpose to assure minimum overall sales in case of material exchange rate fluctuations between the USD and the EURO. and
b) Positive Net Income (the Income Milestone) and
c) No Debt within the Company at the Target Date and for the last 12 trailing months (the No Debt Milestone). Gross Revenues shall have the following meaning: total net sales (Umsatzerlöse) calculated according to Sec 275 para. 3 number 1 HGB, proceeds from public grants up to a maximum grant amount of 10% of the Revenue Milestone, license income (royalties or up-front payments) – excluding Category 3 Payments, subject however to the Allocation Option - within the Milestone Period up to and including the Target Date. The Sellers shall have the following option (the Allocation Option): if the Company receives within the Milestone Period payments under Category 3 of Exhibit 2.4 (royalties and up-front payments from a pharmaceutical alliance) (Category 3 Payments), the Sellers Representative can opt within the Milestone Period in writing to attribute all Category 3 Payments received from a pharmaceutical alliance to the Gross Revenues: if the Sellers Representative opts accordingly, the relevant Category 3 Payments will not be considered under Category 3 of Exhibit 2.4. In other words: the Sellers Representative can decide to consider all Category 3 Payments received from a pharmaceutical alliance either in Schedule 2.4 as royalties/up-front payments or – if opted - in Schedule 2.2 as Gross Revenues. Posi...
Second Purchase Price. Section 2.2
Second Purchase Price. The aggregate purchase price for the Second Notes and the Second Warrants to be purchased by each Buyer at the Second Closing (the “Second Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (7) on the Schedule of Buyers.
Second Purchase Price. Subject to Section 2.6, as of the Second Closing, in consideration for the Second Shares, Buyer shall pay to Eternal, and, if any, each of the Second Co-Sellers, either directly to any Second Co-Seller or through the agent agreed upon by both parties, in the form of bank checks or by wire transfer, at the option of Buyer, the Second Purchase Price. The Second Purchase Price shall be paid (i) to Eternal from the Second Trust Account and (ii) to, if any, each of the Second Co-Sellers from the Buyer. .
Second Purchase Price. The purchase price of the Stock is Seven Dollars and 50/100 ($7.50) per share.
Second Purchase Price. Subject to the terms and conditions set forth in Section 7 of this Agreement, at or contemporaneous with the Second Closing, (i) the Purchaser shall pay, or cause to be paid, to the Seller an amount in cash equal to $11.00 per share for each of the Second Transaction Shares, for a total of Fifty Five Million Dollars (USD $55,000,000) (the “Second Purchase Price”), payable in accordance with Section 9(b)(ii) of this Agreement and (ii) the Seller shall deliver, or cause to be delivered, to the Purchaser the Second Transaction Shares, such delivery to be effected in accordance with Section 9(a)(ii) and Section 9(a)(iii) of this Agreement.
Second Purchase Price. The aggregate purchase price for Notes to be purchased by each such Buyer at the Second Closing (the “Second Purchase Price”) shall be the amount set forth opposite each Buyer’s name in Column (4) of the Schedule of Buyers. Each Buyer shall pay One Thousand Dollars ($1,000) for each One Thousand Dollars ($1,000) of principal amount of Notes to be purchased by such Buyer at the Second Closing, provided, however, that the Issuer Parties and the Buyers agree that they shall enter into and deliver, and shall cause the Trustee to enter into and deliver, a supplemental indenture (the “Supplemental Indenture”) for the purpose of providing the Buyers with the same economic benefits under the Notes issued at the Second Closing as they would have received if they had purchased such Notes at the First Closing (by having interest on such Notes be deemed to accrue from the First Closing Date or such other arrangement as the Parties shall agree), in part recognizing that the full purchase price for such Notes is being deposited into escrow as of the Business Day immediately prior to the First Closing. The Second Purchase Price shall be reduced by the fees payable to Buyer Counsel under Section 5(g) hereof.
