Value of Purchase Price Units; Alternate Payment. On the date the Registration Statement is declared effective by the SEC (the “Registration Date”), if the closing price of Rio Vista’s common units as reported by the NASDAQ Stock Market (the “Registration Date Price”) is less than eighty percent (80%) of such price as so reported on the Closing Date (the “Closing Date Price”), Seller shall have the option for a period of thirty (30) days to rescind the transactions contemplated by this Agreement unless Buyer agrees to deliver to the Seller either (i) additional common units of Rio Vista (the “Additional Units”) in such number as necessary so that the total value of the Purchase Price Units and the Additional Units, in each case based on the Registration Date Price, is at least eighty percent (80%) of the value of the Purchase Price Units based on the Closing Date Price or (ii) additional cash (the “Additional Cash”) in such amount as necessary so that the total value of the Purchase Price Units, based on the Registration Date Price, together with the Additional Cash, is at least eighty percent (80%) of the value of the Purchase Price Units based on the Closing Date Price. In lieu of delivery of Additional Units or Additional Cash to supplement the Purchase Price Units, Buyer shall have the alternate option to pay the entire value of the Purchase Price Units based on the Closing Date Price in cash (the “All Cash Payment”), provided that Buyer makes the All Cash Payment in full within ten (10) business days following an election by Seller to rescind as provided above. Upon delivery of the All Cash Payment to the Seller, all Purchase Price Units shall be returned to Buyer and/or cancelled by Rio Vista.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Penn Octane Corp), Stock Purchase Agreement (Rio Vista Energy Partners Lp)
Value of Purchase Price Units; Alternate Payment. On the date the Registration Statement is declared effective by the SEC (the “Registration Date”), if the closing price of Rio Vista’s common units as reported by the NASDAQ Stock Market (the “Registration Date Price”) is less than eighty percent (80%) of such price as so reported on the Closing Date (the “Closing Date Price”), Seller shall have the option for a period of thirty (30) days to rescind the transactions contemplated by this Agreement unless Buyer agrees to deliver to the Seller either (i) additional common units of Rio Vista (the “Additional Units”) in such number as necessary so that the total value of the Purchase Price Units and the Additional Units, in each case based on the Registration Date Price, is at least eighty percent (80%) of the value of the Purchase Price Units based on the Closing Date Price or (ii) additional cash (the “Additional Cash”) in such amount as necessary so that the total value of the Purchase Price Units, based on the Registration Date Price, together with the Additional Cash, is at least eighty percent (80%) of the value of the Purchase Price Units based on the Closing Date Price. In lieu of delivery of Additional Units or Additional Cash to supplement the Purchase Price Units, Buyer shall have the alternate option to pay the entire value of the Purchase Price Units based on the Closing Date Price in cash (the “All Cash Payment”), provided that Buyer makes the All Cash Payment in full within ten (10) business days following an election by Seller to rescind as provided above. Upon delivery of the All Cash Payment to the Seller, all Purchase Price Units shall be returned to Buyer and/or cancelled by Rio Vista.
M. Paragraph 18.1.4 of the Agreement provides as follows:
Appears in 2 contracts
Samples: Membership Interest Purchase and Sale Agreement (Penn Octane Corp), Membership Interest Purchase and Sale Agreement (Rio Vista Energy Partners Lp)
