Common use of Amount and Form of Consideration Clause in Contracts

Amount and Form of Consideration. (a) Subject to the adjustments set forth in Section 2.3 (as adjusted, the “Purchase Price”), the aggregate consideration to be paid by the Buyer for the purchase and sale of the Purchased Equity Interests is an amount equal to $85,000,000.00 (the “Enterprise Value”), minus (i) the Estimated Indebtedness (other than the Repaid Indebtedness), minus (ii) the Estimated Selling Expenses, minus (iii) the RSU Value, and minus (iv) an amount equal to the Retention Bonus (such amount, the “Initial Purchase Price”). (b) At the Closing, the Purchase Price will be paid to, or for the benefit of, the Sellers as follows: (i) an amount of the Purchase Price equal to $34,000,000.00 (the “Note Amount”) will be paid to the ▇▇▇▇▇▇▇ Trusts pursuant to the issuance by the Buyer of a promissory note and guaranty (the “Note & Guaranty”), in the form attached hereto as Exhibit B, in favor of the ▇▇▇▇▇▇▇ Trusts, with an original aggregate principal amount equal to the Note Amount; (ii) an amount of the Purchase Price equal to $4,000,000.00 (the “Share Amount”) will be paid to the ▇▇▇▇▇▇▇ NING pursuant to the issuance by Parent of a number of restricted shares of Parent Common Stock, calculated by dividing the Share Amount by the Average Parent Stock Price (the “Stock Consideration”), which shall be issued to the ▇▇▇▇▇▇▇ NING pursuant to Section 3.4; provided, that at Parent’s election no fractional 13 4893-2596-7688v2 EMAIL\25717007 shares of Parent Common Stock shall be issued, if any, and the ▇▇▇▇▇▇▇ NING shall be entitled to receive the nearest whole share of Parent Common Stock rounded upwards; and (iii) an amount of the Purchase Price equal to (A) the Purchase Price, minus (B) the Holdback Amount, minus (C) the Note Amount, and minus (D) the Share Amount, will be paid by or on behalf of the Buyer to the Seller Representative (on behalf of and for further distribution to the Sellers), by bank wire transfer of immediately available funds to an account designated by the Seller Representative not less than three (3) Business Days prior to the Closing; provided, that, at the Closing, the Buyer shall be entitled to use cash in the Acquired Companies’ bank accounts (as set forth on Schedule 5.26) to fund (on behalf of the Buyer and in satisfaction of the Buyer’s obligation pursuant to this Section 2.2(b)(iii) to the extent so paid) some or all of the cash portion of the Purchase Price payable pursuant to this Section 2.2(b)(iii), and the Sellers shall cause the Acquired Companies to effect the foregoing as directed by the Buyer prior to the Closing. (c) At the Closing, (i) the Sellers shall pay, or cause the Acquired Companies to pay, in full to the Persons entitled thereto pursuant to the Payoff Letters in respect of such Indebtedness delivered by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Date, the Indebtedness set forth on Schedule 2.2(c) (the “Repaid Indebtedness”) that is outstanding immediately prior to the Closing as set forth on the Estimated Closing Statement; and (ii) the Buyer shall, on behalf of the Sellers, or the Acquired Companies, pay, or cause to be paid, the Estimated Selling Expenses, as set forth on the Estimated Closing Statement, to the Persons entitled thereto pursuant to the instructions delivered by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Date. (d) Notwithstanding anything to the contrary in this Agreement, any amounts paid to or for the benefit of any Seller or other Person pursuant to the terms of this Agreement that constitute wages or compensation subject to employment or withholding Tax may be paid by or on behalf of the Buyer to the applicable Acquired Company or its Affiliate, which in turn shall pay, or cause to be paid, to the applicable Seller or other Person such amounts (less applicable employment or withholding Tax which shall be deposited with the appropriate Governmental Authority in accordance with applicable Law) as promptly as practicable thereafter, but in no event later than the second payroll cycle following such Acquired Company’s or its Affiliate’s receipt thereof through the payroll of such Acquired Company or its Affiliate.

Amount and Form of Consideration. (a) Subject to the adjustments set forth in Section 2.3 (as adjusted, the “Purchase Price”), the aggregate consideration The total purchase price to be paid by the Buyer for the purchase and sale to Seller in consideration of the Purchased Equity Membership Interests is an amount equal to $85,000,000.00 THREE HUNDRED NINETY MILLION DOLLARS AND NO/CENTS (US$390,000,000.00) cash (the “Enterprise Value”"Cash Consideration"), minus plus indebtedness of Buyer owed to Seller in the principal amount at stated maturity of SIXTY MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND NO/CENTS (i) the Estimated Indebtedness (other than the Repaid Indebtedness$60,750,000), minus which indebtedness shall be evidenced by a note issued substantially in accordance with the terms set forth in the Term Sheet attached to this Amendment No. 1 as Exhibit C (ii) the Estimated Selling Expenses"Purchase Debt"), minus plus 4,500,000 shares of common stock in Buyer (iii) the RSU Value"Stock Consideration", and minus (iv) an amount equal to together with the Retention Bonus (such amountCash Consideration and the Purchase Debt, the “Initial "Base Purchase Price”"), subject to adjustment as provided in Section 3.4 (the Base Purchase Price, as so adjusted, is the "Purchase Price"). The parties hereto agree that they shall cooperate with each other in the preparation of the note evidencing the Purchase Debt. The negotiation, execution and deliver of such note shall be a Closing obligation of Buyer. The negotiation of such note shall be a Closing obligation of Seller and FOC. (b11. The text of Section 3.4(a) At shall be deleted in its entirety and shall be replaced with the Closing, the Purchase Price will be paid to, or for the benefit of, the Sellers as followsfollowing: (ia) an amount THIS SECTION INTENTIONALLY LEFT BLANK 12. Pacific hereby waives any claim to breach of or defects under any of the Purchase Price equal to $34,000,000.00 (the “Note Amount”) will be paid to the ▇▇▇▇▇▇▇ Trusts pursuant to the issuance by the Buyer of a promissory note and guaranty (the “Note & Guaranty”), in the form attached hereto as Exhibit B, in favor following provisions of the ▇▇▇▇▇▇▇ Trusts, with an original aggregate principal amount equal to the Note Amount; (ii) an amount of the Purchase Price equal to $4,000,000.00 (the “Share Amount”) will be paid to the ▇▇▇▇▇▇▇ NING pursuant to the issuance by Parent of a number of restricted shares of Parent Common Stock, calculated by dividing the Share Amount by the Average Parent Stock Price (the “Stock Consideration”), which shall be issued to the ▇▇▇▇▇▇▇ NING pursuant to Section 3.4; provided, that at Parent’s election no fractional 13 4893-2596-7688v2 EMAIL\25717007 shares of Parent Common Stock shall be issued, if any, and the ▇▇▇▇▇▇▇ NING shall be entitled to receive the nearest whole share of Parent Common Stock rounded upwards; and (iii) an amount of the Purchase Price equal to (A) the Purchase Price, minus (B) the Holdback Amount, minus (C) the Note Amount, and minus (D) the Share Amount, will be paid by or on behalf of the Buyer to the Seller Representative (on behalf of and for further distribution to the Sellers), by bank wire transfer of immediately available funds to an account designated by the Seller Representative not less than three (3) Business Days prior to the Closing; provided, that, at the Closing, the Buyer shall be entitled to use cash in the Acquired Companies’ bank accounts (as set forth on Schedule 5.26) to fund (on behalf of the Buyer and in satisfaction of the Buyer’s obligation pursuant to this Section 2.2(b)(iii) to the extent so paid) some or all of the cash portion of the Purchase Price payable pursuant to this Section 2.2(b)(iii), and the Sellers shall cause the Acquired Companies to effect the foregoing as directed by the Buyer prior to the Closing. (c) At the Closing, (i) the Sellers shall pay, or cause the Acquired Companies to pay, in full to the Persons entitled thereto pursuant to the Payoff Letters in respect of such Indebtedness delivered by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Date, the Indebtedness set forth on Schedule 2.2(c) (the “Repaid Indebtedness”) that is outstanding immediately prior to the Closing as set forth on the Estimated Closing Statement; and (ii) the Buyer shall, on behalf of the Sellers, or the Acquired Companies, pay, or cause to be paid, the Estimated Selling Expenses, as set forth on the Estimated Closing Statement, to the Persons entitled thereto pursuant to the instructions delivered by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Date. (d) Notwithstanding anything to the contrary in this Agreement, any amounts paid to or for the benefit of any Seller or other Person pursuant to the terms of this Agreement that constitute wages or compensation subject to employment or withholding Tax may be paid by or on behalf of the Buyer to the applicable Acquired Company or its Affiliate, which in turn shall pay, or cause to be paid, to the applicable Seller or other Person such amounts (less applicable employment or withholding Tax which shall be deposited with the appropriate Governmental Authority in accordance with applicable Law) as promptly as practicable thereafter, but in no event later than the second payroll cycle following such Acquired Company’s or its Affiliate’s receipt thereof through the payroll of such Acquired Company or its Affiliate.:

Amount and Form of Consideration. The consideration for the -------------------------------- acquisition of the Assets shall be $6,500,000: (a) Subject to Of such, $1,500,000 shall be a nonrefundable deposit (the adjustments set forth in Section 2.3 (as adjusted, the “Purchase Price”), the aggregate consideration "Deposit") to be paid by the Buyer for the purchase and sale wire transfer within 24 hours after all of the Purchased Equity Interests is an amount equal to $85,000,000.00 (the “Enterprise Value”), minus following shall have occurred: (i) approval of the Estimated Indebtedness (other than execution of this offer letter and authorization of the Repaid Indebtedness), minus consummation of the Transaction by the Board of Directors of the Seller shall have occurred; (ii) this offer letter shall have been executed by an executive officer of the Estimated Selling Expenses, minus Seller thereunto duly authorized; and (iii) the RSU Value, and minus (iv) an amount equal there shall have been delivered to the Retention Bonus (such amountPurchaser, the “Initial Purchase Price”). (b) At the Closing, the Purchase Price will be paid to, or for the benefit of, the Sellers as follows: (i) an amount of the Purchase Price equal to $34,000,000.00 (the “Note Amount”) will be paid by facsimile transmission to the attention of ▇▇▇▇▇▇▇ Trusts pursuant to the issuance by the Buyer of a promissory note and guaranty ▇▇▇▇ at (the “Note & Guaranty”), in the form attached hereto as Exhibit B, in favor of the ▇▇▇) ▇▇▇-▇▇▇▇▇▇▇ Trusts, a copy of resolutions of the Board of Directors of the Seller approving the execution of this offer letter and authorizing all actions necessary to consummate the Transaction, with such resolutions accompanied by a certificate executed by the Secretary or an original aggregate principal amount equal Assistant Secretary of the Seller certifying (A) that the copy of such resolutions is a true, correct, and complete copy of resolutions adopted by the Board of Directors of the Seller with respect to such matters, (B) that such resolutions were duly authorized by the requisite vote of the duly elected members of the Board of Directors of the Seller, and (C) that neither such resolutions nor the actions authorized thereby have been altered, modified or rescinded and that such resolutions, which are the only resolutions relating to the Note Amount; (ii) an amount subject matter thereof, remain in full force and effect as of the Purchase Price equal date of such certificate. In the event that the Seller does not receive the Deposit on or before the end of such 24-hour period, the Seller may, at its option, terminate this offer letter without any further obligation to $4,000,000.00 (GTCO. In the “Share Amount”) will be paid to event that the ▇▇▇▇▇▇▇ NING pursuant to Transaction is not consummated for any reason, the issuance by Parent of a number of restricted shares of Parent Common Stock, calculated by dividing the Share Amount by the Average Parent Stock Price (the “Stock Consideration”), which shall be issued to the ▇▇▇▇▇▇▇ NING pursuant to Section 3.4; provided, that at Parent’s election no fractional 13 4893-2596-7688v2 EMAIL\25717007 shares of Parent Common Stock shall be issued, if any, and the ▇▇▇▇▇▇▇ NING Seller shall be entitled to receive retain for its own account the nearest whole share of Parent Common Stock rounded upwards; and (iii) an amount of the Purchase Price equal Deposit without any obligation to (A) the Purchase Price, minus (B) the Holdback Amount, minus (C) the Note Amount, and minus (D) the Share Amount, will be paid by or on behalf of the Buyer return any portion thereof to the Seller Representative (on behalf of and for further distribution to the Sellers), by bank wire transfer of immediately available funds to an account designated by the Seller Representative not less than three (3) Business Days prior to the Closing; provided, that, at the Closing, the Buyer shall be entitled to use cash in the Acquired Companies’ bank accounts (as set forth on Schedule 5.26) to fund (on behalf of the Buyer and in satisfaction of the Buyer’s obligation pursuant to this Section 2.2(b)(iii) to the extent so paid) some or all of the cash portion of the Purchase Price payable pursuant to this Section 2.2(b)(iii), and the Sellers shall cause the Acquired Companies to effect the foregoing as directed by the Buyer prior to the ClosingGTCO. (cb) At the Closing, (i) the Sellers shall pay, or cause the Acquired Companies to pay, in full to the Persons entitled thereto pursuant to the Payoff Letters in respect The $5,000,000 balance of such Indebtedness delivered by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Date, the Indebtedness set forth on Schedule 2.2(c) (the “Repaid Indebtedness”) that is outstanding immediately prior to the Closing as set forth on the Estimated Closing Statement; and (ii) the Buyer shall, on behalf of the Sellers, or the Acquired Companies, pay, or cause to be paid, the Estimated Selling Expenses, as set forth on the Estimated Closing Statement, to the Persons entitled thereto pursuant to the instructions delivered by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Date. (d) Notwithstanding anything to the contrary in this Agreement, any amounts paid to or for the benefit of any Seller or other Person pursuant to the terms of this Agreement that constitute wages or compensation subject to employment or withholding Tax may consideration shall be paid by or on behalf of the Buyer to the applicable Acquired Company or its Affiliate, which in turn shall pay, or cause to be paid, to the applicable Seller or other Person such amounts at Closing (less applicable employment or withholding Tax which shall be deposited with the appropriate Governmental Authority in accordance with applicable Lawas hereinafter defined) as promptly as practicable thereafter, but described in no event later than the second payroll cycle following such Acquired Company’s or its Affiliate’s receipt thereof through the payroll of such Acquired Company or its AffiliateParagraph 4 below.

Amount and Form of Consideration. The total purchase price to be paid by Buyer to Seller in consideration of the Membership Interests is THREE HUNDRED NINETY MILLION DOLLARS AND NO/CENTS (aUS$390,000,000.00) Subject cash (the “Cash Consideration”), plus indebtedness of Buyer owed to Seller in the adjustments principal amount at stated maturity of SIXTY MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND NO/CENTS ($60,750,000), which indebtedness shall be evidenced by a note issued substantially in accordance with the terms set forth in the Term Sheet attached to this Amendment No. 1 as Exhibit C (the “Purchase Debt”), plus 4,500,000 shares of common stock in Buyer (the “Stock Consideration”, and together with the Cash Consideration and the Purchase Debt, the “Base Purchase Price”), subject to adjustment as provided in Section 2.3 3.4 (the Base Purchase Price, as so adjusted, is the “Purchase Price”), . The parties hereto agree that they shall cooperate with each other in the aggregate consideration to be paid by the Buyer for the purchase and sale preparation of the Purchased Equity Interests is an amount equal note evidencing the Purchase Debt. The negotiation, execution and deliver of such note shall be a Closing obligation of Buyer. The negotiation of such note shall be a Closing obligation of Seller and FOC. 11. The text of Section 3.4(a) shall be deleted in its entirety and shall be replaced with the following: (a) This Section intentionally left blank 12. Pacific hereby waives any claim to $85,000,000.00 (breach of or defects under any of the “Enterprise Value”), minus (ifollowing provisions of the Agreement: Section 3.4(b) the Estimated Indebtedness Article IV (other than Section 4.10) Article V (other than Sections 5.4, 5.6 and 5.8) Section 7.3 through 7.6 Section 7.13 Notwithstanding the Repaid Indebtedness)foregoing waiver, minus (ii) the Estimated Selling ExpensesForest agrees to indemnify and hold harmless FAO, minus (iii) the RSU Value, Buyer and minus (iv) an amount equal to the Retention Bonus (such amount, the “Initial Purchase Price”). (b) At the Closing, the Purchase Price will be paid to, or for the benefit of, the Sellers as follows: (i) an amount each of the Purchase Price equal to $34,000,000.00 (the “Note Amount”) will be paid to the ▇▇▇▇▇▇▇ Trusts pursuant to the issuance by the Buyer of a promissory note and guaranty (the “Note & Guaranty”), in the form attached hereto as Exhibit B, in favor of the ▇▇▇▇▇▇▇ Trusts, with an original aggregate principal amount equal to the Note Amount; (ii) an amount of the Purchase Price equal to $4,000,000.00 (the “Share Amount”) will be paid to the ▇▇▇▇▇▇▇ NING pursuant to the issuance by Parent of a number of restricted shares of Parent Common Stock, calculated by dividing the Share Amount by the Average Parent Stock Price (the “Stock Consideration”), which shall be issued to the ▇▇▇▇▇▇▇ NING pursuant to Section 3.4; provided, that at Parent’s election no fractional 13 4893-2596-7688v2 EMAIL\25717007 shares of Parent Common Stock shall be issued, if anytheir Affiliates, and the ▇▇▇▇▇▇▇ NING shall be entitled to receive officers, directors, employees and agents thereof, under the nearest whole share of Parent Common Stock rounded upwards; and (iii) an amount indemnification procedures set forth in Section 12.3 of the Purchase Price equal Agreement, against any Losses arising from acts or omissions occurring prior to (A) the Purchase Price, minus (B) the Holdback Amount, minus (C) the Note Amount, and minus (D) the Share Amount, will Closing which are or may be paid by or on behalf asserted in either of the Buyer to the Seller Representative (on behalf of and for further distribution to the Sellers), by bank wire transfer of immediately available funds to an account designated by the Seller Representative not less than three (3) Business Days prior to the Closing; provided, that, at the Closing, the Buyer shall be entitled to use cash in the Acquired Companies’ bank accounts (as set forth on Schedule 5.26) to fund (on behalf of the Buyer and in satisfaction of the Buyer’s obligation pursuant to this Section 2.2(b)(iii) to the extent so paid) some or all of the cash portion of the Purchase Price payable pursuant to this Section 2.2(b)(iii), and the Sellers shall cause the Acquired Companies to effect the foregoing as directed by the Buyer prior to the Closing. (c) At the Closing, (i) the Sellers shall pay, or cause the Acquired Companies to pay, in full to the Persons entitled thereto pursuant to the Payoff Letters in respect of such Indebtedness delivered by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Date, the Indebtedness set forth on Schedule 2.2(c) (the “Repaid Indebtedness”) that is outstanding immediately prior to the Closing as set forth on the Estimated Closing Statement; and (ii) the Buyer shall, on behalf of the Sellers, or the Acquired Companies, pay, or cause to be paid, the Estimated Selling Expenses, as set forth on the Estimated Closing Statement, to the Persons entitled thereto pursuant to the instructions delivered by the Seller Representative to the Buyer not less than five (5) Business Days prior to the Closing Date. (d) Notwithstanding anything to the contrary in this Agreement, any amounts paid to or for the benefit of any Seller or other Person pursuant to the terms of this Agreement that constitute wages or compensation subject to employment or withholding Tax may be paid by or on behalf of the Buyer to the applicable Acquired Company or its Affiliate, which in turn shall pay, or cause to be paid, to the applicable Seller or other Person such amounts (less applicable employment or withholding Tax which shall be deposited with the appropriate Governmental Authority in accordance with applicable Law) as promptly as practicable thereafter, but in no event later than the second payroll cycle following such Acquired Company’s or its Affiliate’s receipt thereof through the payroll of such Acquired Company or its Affiliate.lawsuits: