Securities Portion of Purchase Price Sample Clauses

Securities Portion of Purchase Price. 2.3.3.1 Buyer shall pay the balance of the Purchase Price, or Sixteen Million Five Hundred Thousand Dollars ($16,500,000), to Sellers in accordance with the terms of this Section 2.3.3.1 (the balance of the Purchase Price being hereinafter referred to as the "Stock Purchase Price"). In full satisfaction of Buyer's obligation to pay the Stock Purchase Price, at the Closing, and subject to Section 2.3.3.2 below, Parent hereby agrees to issue and deliver to each Seller, duly registered on the books of Parent in such Seller's name, that number of fully paid and non-assessable shares of common stock, $.01 par value per share, of Parent (such stock is hereinafter referred to as "EPIQ Stock" or "Parent Common Stock") set forth opposite such Seller's name on Schedule 2.3.3.1 hereto (the "Closing Shares"), it being understood that the aggregate number of shares of EPIQ Stock being issued by Parent to Sellers hereunder has been determined by dividing Sixteen Million Five Hundred Thousand Dollars ($16,500,000) by the average of the closing prices of one share of EPIQ Stock as reported as of the close of trading on the Nasdaq National Market for the fifty-five (55) calendar days immediately preceding the date that is five (5) calendar days prior to the earlier of the (i) first public announcement of the Transactions contemplated by this Agreement and (ii) Closing Date (with any fractional shares that would otherwise result from such calculation being rounded to the nearest whole number). The shares of EPIQ Stock to be issued to each Seller as a portion of the Stock Purchase Price (i) will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), (ii) will be issued to each Seller by EPIQ pursuant to Regulation D of the Securities Act or another applicable exemption therefrom, (iii) are being issued by Parent and accepted by each Seller in reliance upon certain representations and warranties of each Seller, Buyer and Parent, as applicable, as contained herein (including, in the case of Buyer and Parent, the representations and warranties of each Seller set forth in Section 3.35 hereof) and (iv) will carry the following restrictive legend on each stock certificate representing the shares of EPIQ Stock issued to Sellers pursuant to the terms hereof: "The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred except pursuant to an effective registration under th...
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Related to Securities Portion of Purchase Price

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • 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.

  • Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.

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