Common use of Amount and Form of Consideration Clause in Contracts

Amount and Form of Consideration. (a) The purchase price to be paid by Buyer to the Sellers in consideration of the Shares shall be an amount (the "Initial Purchase Price") in cash equal to: (i) $104,000,000; plus (ii) the sum of (A) the amount of the Initial Net Working Capital and (B) the Excess Tax Benefit Amount; minus (iii) the sum of (A) the Bank Credit Facility Pay-off Amount, (B) the Subordinated Notes Pay-off Amount, (C) the Investment Banking Fee Amount, (D) the Other Transaction Costs Amount, and (E) the Management Compensation Amount other than the portion thereof payable to Sellers pursuant to Section 6.4(a). (b) The final purchase price to be paid by Buyer to Sellers in consideration of the Shares shall be the Initial Purchase Price, as adjusted by virtue of the payment by Buyer or Seller of the Net Working Capital Adjustment Amount in accordance with Section 3.3 (the "Purchase Price"). (c) The Purchase Price shall be allocated (i) first to the Preferred Shares, to the extent of the full face amount and preferred return thereon and (ii) second, to the Common Shares. (d) Subject to Section 3.4, the Purchase Price shall be paid to Sellers in such proportions as the Seller Representative shall specify in a written notice, which shall be delivered to Buyer by the Seller Representative at least two Business Days prior to the Closing Date.