Common use of Calculation and Payment of Purchase Price Clause in Contracts

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. 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;; and (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”).