Calculation and Payment of Purchase Price Clause Samples
Calculation and Payment of Purchase Price. (a) On or prior to July 21, 2008, the Company shall cause to be prepared and delivered to Parent a reasonably detailed statement (the “Estimated Purchase Price Statement”) containing (i) a good-faith estimate of the Equity Value and the calculation thereof, including the amount of Borrowed-Money Debt and the Company Transactional Expenses (updated since the calculations used in Section 3.1(f) of the Company Disclosure Schedule), and (ii) the Company’s calculation of the Per Share Merger Consideration (based on the Company’s good-faith estimate of the Equity Value and the Fully Diluted Shares). Such calculations shall be based, in relevant part, on the letters referred to in Section 3.1(e). The Estimated Purchase Price Statement shall be based upon the books and records of the Company and its subsidiaries and other information then available and shall be accompanied by written acknowledgments executed by the executive employees listed in Section 3.2(a) of the Company Disclosure Schedule (the “Designated Executives”) of the amounts that the Company or the Surviving Corporation will be obligated to pay each of them in connection with such termination, as such amounts are set forth in Section 3.2(a) of the Company Disclosure Schedule (the “Specified Termination Payments”). Between the date of delivery of the Estimated Purchase Price Statement and the Closing Date, the Company shall (x) have a continuing obligation to update the Estimated Purchase Price Statement and the Final Purchase Price Statement as the Company shall determine to be necessary in light of changes in the relevant facts applicable thereto, (y) respond to reasonable inquiries by Parent as to the calculations in such statements and (z) in good faith and as promptly as practicable, incorporate any corrections thereto reasonably agreed to by Parent.
(b) The Company shall provide Parent with reasonable access to all books, records, manuals and other materials and information of the Company and its subsidiaries, including, without limitation, customer records, personnel and payroll records, accounting records, purchase and sale records, price lists, correspondence, quality-control records and all research and development files, wherever located (collectively, the “Records”), and the employees and accountants of the Company and its subsidiaries to enable Parent to review any working papers, trial balances and similar materials relating to the Estimated Purchase Price Statement prepared by or on beha...
Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows:
(a) Seller shall pay to Buyer an amount of cash (the “Purchase Price”), in addition to the transfer of Cash on Hand, equal to:
(i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus
(ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus
(iii) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); minus
(iv) the amount of Cash on Hand; minus
(v) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus
(vi) the “Premium”, which shall be equal to a percentage of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) business days immediately preceding the Closing Date, which percentage shall be determined as follows: Premium = 100 Times (0.065 + (0.02 Times (x - 0.5)), where “x” is equal to the percentage (expressed in numerical rather than percentage form) of Seller’s aggregate outstanding principal amount of Loans sold to Buyer under this Agreement.
(vii) Notwithstanding anything herein to the contrary, the Premium shall not be less than 6.5% nor more than 7.0% (the “Premium Range”). Seller and Buyer agree that (1) if the Premium determined as forth in Section 6.04(a)(vi) is below 6.5%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be increased so that the Premium is within the Premium Range and (2) if the Premium determined as set forth in Section 6.04(a)(vi) is above 7.0%, the number of Loans acquired by Buyer and set forth in the Memorandum Agreement shall be decreased so that the Premium is within the Premium Range. Seller and Buyer shall cooperate with each other to mutually determine and agree upon the Loans to be added to or removed from the Memorandum Agreement as necessary to satisfy the requirements of this Section 6.04(a)(vii).
(b) On the Closing Date, Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller estimates to be the amount of the Purchase Price, which estimated amount shall be based upon the Deposit Liabilities, the proration amounts, and the Cash on Hand as of the close of business on the second business day prior to the Closing Date (the “Estimated Purchase Price”).
(c) On the fifteenth (15th) business da...
Calculation and Payment of Purchase Price. 3.1 Subject to the provisions of Section 3.2 below, the purchase price for the Purchased Shares (the "Purchase Price") shall be Two Million And Seven --------------- Hundred And Seventy-Three Thousand Eight Hundred And Eighty-Eight Dollars ($2,773,884).
3.2 The Purchase Price shall be paid by the Purchaser to the Vendor as follows:
(a) at the time of execution of the Letter of Intent, the Purchaser paid to the Vendor $10,000 (the "Deposit") by cheque; and -------
(b) at the Time of Closing, the Purchaser shall pay the Vendor $1,763,884 (the "Initial Payment"), subject to the provisions of Section --------------- 3.3 and Article 4 below;
(c) on the 90th day following the Closing Date, the Purchaser shall pay to the Vendor $100,000 (the "First Non-Adjustable Payment") provided ----------------------------- that if there has been a Net Asset Reduction Amount then all or part of the First Non-Adjustable Payment shall be accelerated and paid by the Purchaser to the Vendor on the Release Date up to a maximum of the Net Asset Reduction Amount;
(d) on the 180th day following the Closing Date, the Purchaser shall pay to the Vendor $100,000 (the "Second Non-Adjustable Payment") provided ----------------------------- that if there has been a Net Asset Reduction Amount exceeding $100,000 then all or part of the Second Non-Adjustable Payment shall be accelerated and paid by the Purchaser to the Vendor on the Release Date up to a maximum of the amount by which the Net Asset Reduction Amount exceeds $100,000; and
(i) $150,000 payable to the Vendor on the 90th day following the Closing Date;
(ii) $150,000 payable to the Vendor on the 180th day following the Closing Date;
(iii) $200,000 payable to the Vendor on the 270th day following the Closing Date; and
(iv) $300,000 payable to the Vendor on the 360th day following the Closing Date; All payments to the Vendor shall be made by certified cheque or bank draft.
3.3 The amount of the Initial Payment comprising the Purchase Price to be paid to the Vendor, as provided in Subsection 3.2(b) above, shall be adjusted in the circumstances and in the manner as setout in Section 4.1 below. Page 27 of 75 - Share Purchase Agreement Initial -----------
3.4 The amount of the Four Payments comprising the Purchase Price to be paid to the Vendor, as provided in Subsection 3.2(e) above, shall be adjusted in the following circumstances and in the following manner:
(a) If an event occurs within the first 3 month period following the Closing Da...
Calculation and Payment of Purchase Price. 7 3.1 Calculation of Final Purchase Price...................................... 7 3.2 Determination of Estimated Purchase Price................................ 9 3.3
Calculation and Payment of Purchase Price. 3.1 Subject to the terms and conditions of this Agreement, the purchase price for the Purchased Shares (the "Purchase Price") is set out in Sections 3.2 and 3.3 below.
Calculation and Payment of Purchase Price. Seller has provided to Buyer an unaudited Closing Balance Sheet (as set forth in SCHEDULE 2.6), and on the basis of it Seller and Buyer have agreed on an estimated purchase price of Two Million One Hundred Thousand Dollars ($2,100,000) (the "Estimated Purchase Price"), and ninety percent (90%) of that amount will be paid to Seller at the Closing as provided in Section 1.3. The remaining ten percent (10%) of the Estimated Purchase Price will be held in escrow (the "Escrow Amount"), in accordance with the terms of the Escrow Agreement which shall be substantially in the form attached hereto as EXHIBIT 1.4. The Estimated Purchase Price will be subject to adjustment in accordance with paragraphs (a) and (b) below and in accordance with Section 8.6. The Estimated Purchase Price, if and as so adjusted, will be deemed to be, and will be, the "Purchase Price" for the sale by Seller to Buyer of the Subject Assets, subject to the assumption by Buyer of the Assumed Liabilities, in accordance with the provisions of this Agreement.
(a) The Closing Balance Sheet (as set forth in SCHEDULE 2.6 hereof) has been certified by the chief financial officer of the Seller. Within ninety (90) days of the Closing, Buyer and Buyer's accountants shall verify the correctness of the Closing Balance Sheet. If the actual net worth calculated from the Closing Balance Sheet is less than One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000), the difference between the actual net worth and One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) ("Net Worth Shortfall") will be paid from the Escrow Amount to the Buyer. If the Escrow Amount is insufficient to fund the Net Worth Shortfall, the Seller shall promptly pay the excess to Buyer.
(b) If the actual net worth calculated from the Closing Balance Sheet is in excess of Two Million Two Hundred Five Thousand Dollars ($2,205,000), the difference between the actual net worth and Two Million Two Hundred Five Thousand Dollars ($2,205,000) shall be paid by Buyer to Seller as additional consideration. The net worth amounts of One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) and Two Million Two Hundred Five Thousand Dollars ($2,205,000) shall be calculated without regard to employee-related liabilities assumed by Buyer with respect to Seller's employees that are employed by Buyer. Any payments due from Seller to Buyer under paragraph (a) and on account of any breach of Seller's representations and warranties...
Calculation and Payment of Purchase Price. In consideration for the transfer by Seller and the Selling Affiliate to Purchaser or U.S. Purchaser, as the case may be, of the Purchased Assets and the Shares, Purchaser shall assume the Assumed Liabilities and pay to Seller and/or the Selling Affiliate (as directed by Seller):
(i) US$175,000,000 in cash at Closing (the “Closing Cash Consideration”, and, as adjusted pursuant to Sections 3.02, 7.03(c), 9.08 and 10.14, the “Adjusted Closing Cash Consideration”);
(ii) an aggregate of US$135,900,000 in principal and interest payments pursuant to the U.S. Promissory Notes;
(iii) an aggregate of US$90,600,000 in principal and interest payments pursuant to the Japan Promissory Notes;
(iv) the amounts set forth in the Contingent Payment Agreement, upon the terms set forth therein; and
(v) the amounts payable pursuant the Excess Tantalum Inventory Note, upon the terms set forth therein. The Adjusted Closing Cash Consideration shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Purchaser at least three (3) Business Days prior to the Closing. The Initial Purchase Price shall be subject to adjustment as set out in the Final Closing Statement determined in accordance with Section 3.03 (as so adjusted, the “Final Purchase Price”).
Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows:
(a) Seller shall pay to Buyer an amount of cash (the “Purchase Price”)equal to:
(i) the aggregate amount of principal and accrued interest of the Deposit Liabilities; plus
(ii) the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer; minus
(iii) the Acquisition Value (defined herein) of the Assets (exclusive of the Cash on Hand); minus
(iv) the amount of Cash on Hand; minus
(v) the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; minus
(vi) the “Premium”, which shall be equal to the Applicable Percentage of the average book value of the Deposit Liabilities (excluding any accrued interest payable thereon) for the ten (10) days immediately preceding the Closing Date, where the “Applicable Premium” is: (A) 1% for Deposit Liabilities of governmental entities (referred to as public deposits), (B) 0% for Deposit Liabilities of customers located outside Kentucky (referred to as out-of-state customers), (C) 1% for Deposit Liabilities that are repurchase agreements (or represent deposit liabilities to be transferred to repurchase agreements), (D) 0% for Deposit Liabilities that are brokered deposits (as such term is defined in 12 CFR § 337.6(a)(2)), (E) 7% for Deposit Liabilities which are maintained at the Owensboro Owned Branch, the Owensboro Leased Branch and the Elizabethtown Branch and which are not public deposits, out-of-state deposits, repurchase agreements or brokered deposits (as described above); (F) 4.25% for Deposit Liabilities which are maintained at the Frankfort Branch and which are not public deposits, out-of-state deposits, repurchase agreements or brokered deposits (as described above).
(b) On the Closing Date, Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, an amount which Seller reasonably in good faith estimates to be the amount of the Purchase Price, which estimated amount shall be based upon the Deposit Liabilities, the proration amounts, the Acquisition Value of the Assets and the Premium as of the close of business on the second business day prior to the Closing Date (the “Estimated Purchase Price”). Seller shall provide an accounting of the Estimated Purchase Price on the business day prior to the Closing Date for Buyer’s review. The Cash on Hand shall be transferred to Buyer at the Banking Offices as of ...
Calculation and Payment of Purchase Price. (a) At least three (3) business days prior to the Closing Date, Buyer and Seller shall jointly prepare the Pro-Forma Asset Statement. To the extent that the Net Asset Value as shown on the Pro-Forma Asset Statement is: (i) greater than $420,000 the Cash Amount shall be increased dollar-for-dollar accordingly or (ii) less than $380,000 the Cash Amount shall be reduced dollar-for-dollar accordingly.
(b) The Cash Amount shall be paid by Buyer as follows:
(i) The Cash Amount (as adjusted per the Pro-Forma Asset Statement), less the Holdback, shall be paid to Seller at Closing via wire transfer.
(ii) The Holdback shall be deposited into an escrow account to be held and disbursed by the Escrow Agent in accordance with the terms of the Escrow Agreement.
(c) Buyer shall pay Seller the Royalty Amount in accordance with the terms and conditions of the Royalty Agreement.
Calculation and Payment of Purchase Price. 3.1 THE PURCHASE PRICE