Second Tranche Purchase Price Sample Clauses

Second Tranche Purchase Price. The purchase price per Share (the "Share Price") for the Second Tranche Shares shall be fixed at $0.9537333333 per Share. The number of Shares to be purchased by Buyer in the Second Tranche will be that number which, together with the number of Shares acquired by Buyer in the First Tranche, shall be equal to 34% of the total number of shares of Common Stock issued and outstanding as of the Second Closing (as defined below) on a fully diluted basis. The aggregate Purchase Price for the Second Tranche Shares (the "Second Tranche Purchase Price") shall equal the total number of Second Tranche Shares multiplied by the Share Price. By way of example, as of the date of this Agreement, in order to acquire a 34% interest in Company Common Stock on a fully diluted basis (excluding Shares acquired in the First Tranche), Buyer would be required to acquire 24,348,800 Shares, which when multiplied by the Share Price would result in a Second Tranche Purchase Price of $23,222,262.19.
Sample 1
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Second Tranche Purchase Price. The purchase price per Share (the “Share Price”) for the Second Tranche Shares shall be fixed at $10.00 per Share, and the aggregate Purchase Price for the Second Tranche Shares shall equal be $2,500,000.00 (the “Second Tranche Purchase Price” and, together with the First Tranche Purchase Price, the “Aggregate Purchase Price”).
Sample 1
Second Tranche Purchase Price. (a) The aggregate purchase price payable by the Purchaser to the Sellers for the Second Tranche Shares shall be calculated and determined in accordance with the terms of the SHA. 5. CONDITION PRECEDENT‌‌‌ 5.1 The Transaction and Second Transaction are conditional on: (a) the approval of the Transaction and the Second Transaction by the shareholders of AAC in accordance with the requirements of the HK Listing Rules at an extraordinary general meeting of AAC to be convened (the Shareholder Approval); (b) the Antimonopoly Office of the Slovak Republic and the State Administration for Market Regulation in China (the Competition Authorities) deciding that the Transaction does not give rise to a concentration falling within the scope of the relevant competition Laws; or (c) the Competition Authorities authorising the Transaction under the relevant competition Laws; or (d) the Competition Authorities not deciding within the time limits set by the relevant competition Laws, as a result of which the unconditional approval of the Transaction is deemed to be granted (the Regulatory Condition, and together with the Shareholder Approval the Conditions); or (e) the Parties both agreeing to waive these Conditions (either partially or completely). 5.2 The satisfaction of the Conditions shall have no retroactive effect.‌ 5.3 The Purchaser must use its reasonable best efforts to procure that the Conditions are satisfied as soon as possible.‌ 5.4 The Purchaser shall furthermore (and procures for the relevant Purchaser’s Group member to): (i) as soon as reasonably practicable following the date of this Agreement, prepare and, no later than 20 Business Days after the date of this Agreement, submit (or commence any pre-notification processes as applicable), all necessary notifications, filings or submissions to each relevant Competition Authority in all agreed jurisdictions;‌ (ii) in advance of any submission of a notification, filing or other submissions (including pre-notification submission) to the Competition Authorities, consult with the Sellers on the contents and provide the Sellers with drafts of the notifications, filings or other submissions (including pre-notification submission), intended to be sent to any of the relevant Competition Authorities, allowing for three (3) Business Days for the Sellers to review the information and to make comments; take into account all reasonable comments made by the Sellers on such drafts; and provide final copies of such communicati...
Sample 1
Second Tranche Purchase Price. The purchase price for the Second Tranche Shares shall be five million dollars ($5,000,000.00) (“Second Tranche Purchase Price”), reflecting a per Share purchase price of approximately $9.65, payable by wire transfer of immediately available funds as follows: (i) two million dollars ($2,000,000.00) on the Second Closing Date to an account or accounts designated to Buyer in the applicable Letters of Transmittal (“Second Tranche Fixed Cash Payment”); (ii) the aggregate estimated maximum amount of any indemnification claims of which Buyer has notified the Shareholder Representative on or prior to the Second Closing Date that Buyer may have pursuant to this Agreement up to a maximum of one million dollars ($1,000,000) (the amount of such claims the “Second Tranche Escrow Payment”), on the Second Closing Date to an account designated by the Escrow Agent, to be held in escrow until final resolution of such claim or claims in accordance with the Escrow Agreement, provided, however, that if the total amount of such claims of which Buyer has notified the Stockholder Representative is less than the Basket, the Second Tranche Escrow Payment shall be zero; (iii) an amount equal to the difference of (A) one million dollars ($1,000,000.00) less (B) the Second Tranche Escrow Payment, (such difference the “Second Tranche Contingent Cash Payment”) payable on the Second Closing Date to the account or accounts designated to Buyer in the applicable Letters of Transmittal; provided, however, if such amount does not equal a positive integer, no payment shall be due under this Section 2.02(b)(iii) (Purchase Price); and (iv) two million dollars ($2,000,000.00) payable by wire transfer of immediately available funds on the date of the first anniversary of the Second Closing Date (“Second Tranche Final Payment”) to an account or accounts designated to Buyer in the applicable Letters of Transmittal.
Sample 1

Related to Second Tranche Purchase Price

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Aggregate Purchase Price (a) The aggregate cash amount to be paid by the Purchaser at the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) the amount of Net Debt, (B) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (the "Preliminary Purchase Price"); provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."

  • 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.

  • 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.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

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

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Payment of the Purchase Price 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth: (a) its good faith and reasonable best estimates of: (i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and (ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and (b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”). 4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price (a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and (b) less the Aggregate Initial Principal Balance of the Notes. 4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount (a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000; (b) plus the Estimated Cash; (c) less the Unpaid Transaction Expenses; (d) less the Cash Purchase Price; (e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and (f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement. 4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8. 4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt. 4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer to SHB and the Converting Note and the Notes shall be issued by Buyer to SHB, in each case as repayment of bank debt on behalf of Seller and for the benefit of US Buyer, and the Bank Pay-Off Amount shall be paid by Buyer to SHB as repayment of bank debt on behalf of ÅAB and for the benefit of US Buyer. 4.2.7 For purposes of determining the Bank Pay-Off Amount pursuant to Clause 4.2.3 amounts in other currencies shall be translated into USD at the Exchange Rates as at four (4) Business Days prior to the Closing Date.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

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