Purchase Price Closing. (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).
(b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.
Purchase Price Closing. 3.1 The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to the Closing Price of CCI common stock on the date on which the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Price on the next trading day).
3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option (the "Closing"), (a) Allex xx his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allex xx effectuate the transfer of such CCI Stock to Allex xx his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4.
3.3 Each Closing shall be held at the offices of Irell & Manexxx xx Los Angeles, California, on the thirtieth day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter), or at such other time and
Purchase Price Closing. (a) The purchase price per share of the shares of Class B Common Stock purchased pursuant to this Article 4 shall be equal to the lesser of (i) the Purchase Price (adjusted to reflect any Capital Transaction effected after the Closing Date and prior to the date of the Repurchase Notice) and (ii)
Purchase Price Closing. The purchase price per share of the shares of Common Stock purchased pursuant to this Section 3 (the “Section 3.3 Called Shares”) shall be equal to the lesser of (i) ninety percent (90%) of the Award Holder’s Cost and (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the lesser of (i) and (ii), the “Section 3.3 Call Price”). The closing of a purchase pursuant to this Section 3.3 shall take place at the principal office of the Company ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 3.3 Called Shares by any contractual obligation of the Company or any of its Affiliates, by the terms of any capital stock or by applicable law (collectively, “Prohibitions”), the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 3.3 Called Shares but no interest shall be paid to the Award Holder on the Section 3.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the Section 3.3 Called Shares not purchased, then the Company shall purchase such portion on the first practicable date on which the Company is permitted to do so. At such closing, the Award Holder shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Section 3.3 Called Shares, which shall constitute (and, at the closing, the Award Holder shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the NMP Entities pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Award Holder, and the Company shall deliver to the Award Holder, in full payment of the Section 3.3 Call Price payable for each Section 3.3 Called Share, a check payable to the order of the Award Holder, in an amount equal to the Section 3.3 Call Price multiplied by the aggregate number of Section
Purchase Price Closing. A. The purchase price for the Property pursuant to the Refusal Right (the “Purchase Price”) shall equal the sum of (i) the principal amount of all outstanding indebtedness secured by the Project, and any accrued interest on any of such debts and (ii) all federal, State, and local taxes attributable to such sale, including those incurred or to be incurred by the partners or members of the Non-Managing Members. Notwithstanding the foregoing, however, the Purchase Price shall never be less than the amount of the “minimum purchase price” as defined in Section 42(i)(7)(B) of the Code. The Refusal Right granted hereunder is intended to satisfy the requirements of Section 42(i)(7) of the Code and shall be interpreted consistently therewith. In computing such price, it shall be assumed that each of the Non-Managing Members of the Owner (or their constituent partners or members) has an effective combined federal, state and local income tax rate equal to the maximum of such rates in effect on the date of Closing.
B. All costs of the Grantee’s purchase of the Property pursuant to the Refusal Right, including any filing fees, shall be paid by Grantee.
C. The Purchase Price shall be paid at Closing in one of the following methods:
(i) the payment of all cash or immediately available funds at Closing, or
(ii) the assumption of any assumable Loans if Grantee has obtained the consent of the lenders to the assumption of such Loans, which consent shall be secured at the sole cost and expense of Grantee; provided, however, that any Purchase Price balance remaining after the assumption of the Loans shall be paid by Grantee in immediately available funds.
Purchase Price Closing. (a) The Subscriber hereby subscribes to purchase 23,809 shares of Common Stock (the “Shares”) at $0.84 per share for a total purchase price of $19,999.56 (the “Purchase Price”). The price per share is equal to the closing sale price of the Company’s common stock on the NYSE MKT on July 15, 2013.
(b) The Shares will be issued to Purchaser at the closing of the Offering (as defined below), which shall occur upon the approval of the Company’s request for the additional listing of the Shares issued in connection with the Offering on both the Toronto Stock Exchange and the NYSE MKT (collectively the “Exchanges”).
Purchase Price Closing. The purchase price (the “Purchase Price”) for the Membership Interests is Eight Million Eight Hundred Thousand Dollars ($8,800,000), reduced by the Liabilities. The Purchase Price shall be due and payable at Closing. The closing for the sale of Membership Interests in the Company (the “Closing”) shall occur on a day which is mutually agreeable to Seller and Buyer no later than ten (10) days following the Effective Date, provided that all conditions to Closing set forth in this Agreement have been satisfied, including but not limited to the terms of Section 14 hereof.
Purchase Price Closing. (a) The purchase price for the Purchased Stock (the “Purchase Price”) is U.S. nine million dollars ($9,000,000) in cash, subject to adjustment as provided in Sections 2.04 and 2.05. The initial cash portion of the Purchase Price shall be paid as provided below.
(b) The Closing (the “Closing”) of the purchase and sale of the Purchased Stock hereunder shall take place at the offices of Xxxxxxx XxXxxxxxx LLP in New York on August 25, 2006, or at such other time or place as Buyer and Seller may agree. At the Closing:
(i) Buyer shall deliver to Seller a certified or official bank check payable in immediately available funds to the order of Seller, or make a wire transfer to an account designated by Seller, in the amount of $9,000,000;
(ii) Buyer shall deliver to Seller a copy, duly executed by Buyer, of each Ancillary Agreement to which Buyer is a party;
(iii) Seller shall deliver to Buyer free and clear of any Lien, certificates representing the Purchased Stock, duly endorsed in blank or with duly executed stock powers attached or an affidavit evidencing loss of such certificate;
(iv) Seller, the Company and Buyer shall also execute and deliver all such instruments, documents and certificates as may be reasonably requested by another party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement;
(v) The minute books, stock or equity records, and other significant materials related to the corporate administration of the Company shall be at the Company’s corporate offices;
(vi) Seller shall deliver to Buyer resignations in writing (effective as of the Closing Date) from such of the officers and directors of the Company as Buyer may have requested from the Seller prior to the Closing Date;
(vii) Seller shall deliver to Buyer a copy, duly executed by Seller and/or the Company of each Ancillary Agreement to which the Seller and the Company is a party; and
(viii) Seller shall deliver to Buyer duly executed copies of all Consents.
Purchase Price Closing. The Purchase Price for the Acephate Assets shall be the aggregate of:
a) plus
b) The sum of the Inventory Statement, as adjusted, plus
Purchase Price Closing. The purchase price per share of the shares of Capital Stock purchased pursuant to this Section 4 (the “Section 4.3 Called Shares”) shall be equal to the lesser of (i) ninety percent (90%) of the Shareholder’s Cost and (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the lesser of (i) and (ii), the “Section 4.3 Call Price”). The closing of a purchase pursuant to this Section 4.3 shall take place at the principal office of the Company ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 4.3 Called Shares by any Prohibitions, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 4.3 Called Shares but no interest shall be paid to such Shareholder on the Section 4.3 Call Price during such period. If at
