Shares Purchase Price. The term Share Purchase Price shall have the meaning set forth in Section 2.2.
Shares Purchase Price. The Shareholders shall have tendered to EXTECH the Shares and their respective EXTECH Additional Shares Purchase Price in accordance with the provisions of Sections 2.3.2 and 2.4.1 hereof, respectively.
Shares Purchase Price. (a) In consideration of the sale and transfer of the Shares and the execution and delivery of the Related Agreements upon the terms and subject to the conditions of this agreement, the Purchaser hereby agrees to pay concurrently herewith to the Seller by wire transfer of immediately available funds to the account previously designated by the Seller, an aggregate of one hundred and seventy million two hundred and nine thousand two hundred and thirty-one dollars and sixty-five cents ($170,209,231.65), which includes the thirty million seven hundred and nine thousand two hundred and thirty-one dollars and sixty-five cents ($30,709,231.65) adjustment in respect of Estimated Working Capital referred to in Section 2.3(b) (the "CLOSING DATE PURCHASE PRICE"), subject to further adjustment pursuant to Section 2.5 (as so adjusted, the "PURCHASE PRICE").
(b) The Seller has delivered to the Purchaser a good faith estimated calculation of the consolidated Working Capital of the Companies as of the Closing Date (the "ESTIMATED WORKING CAPITAL"), which has been certified by the Chief Financial Officer of the Company and the Chief Financial Officer of the Seller. The Closing Date Purchase Price has been increased by the amount of thirty million seven hundred and nine thousand two hundred and thirty-one dollars and sixty-five cents ($30,709,231.65) by which the Estimated Working Capital exceeds zero.
(c) The Seller has delivered to the Purchaser a good faith estimated calculation of any Indebtedness of any of the Companies as of the Closing Date other than the Indebtedness set forth on Schedule 2.3(c) (the "ESTIMATED INDEBTEDNESS"), which has been certified by the Chief Financial Officer of the Company and the Chief Financial Officer of the Seller. The Closing Date Purchase Price has not been decreased as the amount of Estimated Indebtedness is zero.
Shares Purchase Price. The Company and the Investors agree that the Investors will purchase from the Company and the Company will issue and sell to the Investors an aggregate number of shares of common stock of the Company (the “Common Stock”) that is equal to the product of (a) the Investors’ collective Pro Rata Percentage set forth on Exhibit A multiplied by (b) the sum of (1) the aggregate number of shares of Common Stock sold to the underwriter(s) (the “Underwritten Shares”) pursuant to the Underwriting Agreement (as the same may be amended to increase the number of Underwritten Shares thereunder, the “Underwriting Agreement”) to be executed of even date herewith plus (2) the number of shares of Common Stock to be purchased hereunder at Closing (as defined below), with such resultant number of shares rounded down to the nearest whole share of Common Stock (such resultant number of shares, the “Shares”). The Company and BBLS shall agree on the final determination of the aggregate number of Shares no later than two (2) days after the date of this Agreement, upon which Exhibit A hereto shall be updated by the Company to reflect such determination. BBLS may allocate the Shares to its affiliated funds as it deems appropriate by providing written notification to the Company at least forty-eight (48) hours prior to Closing (as defined below), upon which Exhibit A hereto will be updated by the Company to reflect such allocation and each such affiliated fund that is not a signatory to this Agreement as of the date hereof shall execute a counterpart signature page to this Agreement and deliver it to the Company. BBLS hereby guarantees the obligation of the Investors to purchase all of the Shares. Each Investor shall pay a purchase price per Share equal to the greater of (x) the volume weighted average price at which Underwritten Shares are sold by such underwriter(s) in one or more transactions through 8 a.m. Eastern time on Wednesday, January 28, 2009, and (y) the price at which the Underwritten Shares are sold to such underwriter(s) pursuant to the Underwriting Agreement. The Company shall use its best efforts to cause such underwriter(s) to provide the Company and the Investors with such information as reasonably requested to determine such volume weighted average price. The Company and BBLS shall agree on the final determination of such price no later than two (2) days after the date of this Agreement. If the Company and BBLS are unable to agree, any reasonable determination made ...
Shares Purchase Price. The obligations of the Forward Sellers to sell the Borrowed Additional Shares under this Agreement are several and not joint. Each Forward Seller’s obligations extend solely to the number of Borrowed Additional Shares it has agreed to sell, which shall be not more than the number set forth opposite the name of such Forward Seller in Schedule A under the heading “Maximum Number of Borrowed Additional Shares To Be Sold,” at the Additional Shares Purchase Price.
Shares Purchase Price. 33 7.5 Xxxxxxxx Xxxxxx Purchases...........................................33 7.6
Shares Purchase Price. The purchase price for the Shares (the "Shares Purchase Price") shall be the sum of (a) the Base Cash Payment, (b) the Revenue Payment and (c) any Transfer Taxes paid or payable by Seller pursuant to this Agreement or the Option and Acquisition Agreement. The Shares Purchase Price shall be payable on the Option Closing Date by bank wire transfer in immediately available funds to a bank account designated in writing by Seller not less than three (3) Business Days before the Option Closing Date.
Shares Purchase Price. As consideration for Buyer’s purchase of the Shares and subject to the terms and conditions contained herein and performance by the parties hereto of their respective obligations hereunder, Buyer agrees to pay Seller an amount equal to $500,000 (the “Shares Purchase Price”), which Shares Purchase Price shall be subject to adjustment as provided in Section 3.6.2 hereof.
Shares Purchase Price. 33 7.5 Sterling Foster Purchases......................................................................33 7.6
Shares Purchase Price. The aggregate purchase price for the Shares shall be up to USD $ 8,400,000 (the “Aggregate Shares Purchase Price”), subject to adjustment as set forth in Section 1.4 and Section 6. The Aggregate Shares Purchase Price shall consist of, and each Shareholder shall receive its or his Shareholder’s Portion of Purchase Price set forth opposite its or his name on Schedule A, of the following aggregate amounts:
1.2.1. The amount in U.S. dollars equal to USD $ 3,400,000 (the amount actually due and payable to the Shareholders pursuant to this Section 1.2.1 - the “Initial Share Purchase Price”). The Initial Share Purchase Price shall be paid as follows:
1.2.1.1. The amount of USD $ 1,614,742.27 payable at Closing in immediately payable funds (the “Cash Amount”); provided that the Down Payment Amount shall be paid in accordance with the provisions of Section 1.6 below; and
1.2.1.2. An amount equal to USD $ 175,257.73 payable at Closing to Escrow Agent (as defined below) on account of the Escrow Amount (as defined below), in immediately payable funds;
1.2.1.3. The amount of USD $ 1,360,000, payable at Closing in ordinary shares of the Purchaser (the “Initial Consideration Shares”), issued at a per share price equal to the average price of the Purchaser’s shares on Tel Aviv Stock Exchange Ltd. (the “TASE”) for the thirty (30) trading days immediately prior to the date hereof (the “Initial Consideration PPS”), i.e. 24,347,410 ordinary shares of the Purchaser; and
1.2.2. Up to Five Million U.S. Dollars (USD $5,000,000) in contingent consideration (the “Earn-Out”), which shall be paid and distributed to the Shareholders upon the Company achieving certain revenue milestones in 2019. The amount of the EarnOut payable to the Shareholders shall be determined as follows: (i) for every One U.S. Dollar (USD $1.00) of revenue that the Company earns in 2019 that is in excess of an amount of Two Million Two Hundred and Two Thousand Four Hundred and Forty Seven U.S. Dollars (USD $2,202,447) up to the amount of Four Million U.S. Dollars (USD $4,000,000), the Purchaser shall pay to the Shareholders One U.S. Dollar and Sixty Six Cents (USD $1.66) in additional consideration; and (ii) for every One U.S. Dollar (USD $1.00) of revenue that the Company earns in 2019 that is in excess of an amount of Four Million U.S. Dollars (USD $4,000,000) the Purchaser shall pay to the Shareholders Two U.S. Dollar (USD $2.00) in additional consideration, all up to a maximum aggregate amount of Five ...
