Class A Purchase Price Clause Samples

The 'Class A Purchase Price' clause defines the specific amount to be paid for acquiring Class A shares or interests in a transaction. It typically outlines how the purchase price is calculated, whether as a fixed sum, a formula based on financial metrics, or subject to adjustments for factors like working capital or debt. This clause ensures both parties have a clear understanding of the financial terms for the purchase, reducing the risk of disputes and providing certainty regarding the value exchanged for Class A interests.
Class A Purchase Price. The purchase price (the “Class A Purchase Price”) for each Class A Limited Member’s Limited Membership Interest being purchased on a Class A Reset Date shall equal the Class A Mandatory Purchase Price that would be payable in connection with a Class A Mandatory Remarketing held with respect to such Class A Reset Date (determined in accordance with Section 7.1(d)(ii)); provided that, if (i) the amount of Estimated Profits and Losses, and other items of Company income, gain, loss, or deduction included in the determination of such Class A Mandatory Purchase Price differs from the actual amount of Profits and Losses, and other items of Company income, gain, loss, or deduction for the relevant Reset Valuation Allocation Year and (ii) such difference would have resulted in the Class A Mandatory Purchase Price differing from the Class A Purchase Price, then (x) if the revised Class A Mandatory Purchase Price would have exceeded the Class A Purchase Price paid to the Class A Members, the Managing Member (or its designee) shall pay an amount equal to such excess to each Class A Limited Member within five (5) Business Days after the final determination of such Mandatory Purchase Price, or (y) if the Class A Purchase Price paid to the Class A Members exceeded such revised Class A Mandatory Purchase Price, the Class A Members shall pay to the Managing Member (or its designee) an amount equal to such excess within five (5) Business Days after receipt of the final determination of such Mandatory Purchase Price. The Class A Purchase Price for each Class A Limited Member’s Limited Membership Interests being purchased on any other date shall be equal to the excess, if any, of (i) the sum of (x) the balance in such Class A Limited Member’s Capital Account determined pursuant to Section 9.2(f) as of the last day of the Fiscal Quarter preceding the Fiscal Quarter in which the Class A Purchase Election Date occurs (the “Class A Purchase Valuation Date”), plus (y) an amount equal to such Class A Limited Member’s accrued but undistributed Class A Limited Member Preferred Return for the period from and including the Class A Purchase Valuation Date to but excluding the Class A Purchase Date, plus (z) the Class A Purchase Premium, if any, over
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Class A Purchase Price. Subject to the terms and conditions set forth herein, the purchase price for the Class A Shares shall be an amount equal to (a) Three Million Two Hundred Forty Thousand Dollars ($3,240,000); plus (b) the amount of the Earn-Out, if any, pursuant to Section 2.3. The aggregate amount shall be up to Four Million Seven Hundred Forty Thousand Dollars ($4,740,000) (the “Class A Purchase Price”). The Purchase Price shall be paid in the amount and in the manner set forth in Article II.
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Class A Purchase Price. The purchase price (the “Class A Purchase Price”) for each Class A Limited Member’s Limited Membership Interest shall be equal to the excess, if any, of (i) the sum of (x) the balance in such Class A Limited Member’s Capital Account determined pursuant to Section 9.2(f) as of the last day of the Fiscal Quarter preceding the Fiscal Quarter in which the Class A Purchase Election Date occurs (the “Class A Purchase Valuation Date”), plus (y) an amount equal to such Class A Limited Member’s accrued but undistributed Class A Limited Member Preferred Return for the period from and including the Class A Purchase Valuation Date to but excluding the Class A Purchase Date, plus (z) the Class A Purchase Premium or Class A Optional Make Whole Amount, if any, over (ii) any amounts distributed to such Class A Limited Member from and including the Class A Purchase Valuation Date to but excluding the Class A Purchase Date
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Class A Purchase Price. The consideration for such sale and purchase of the Repurchased Class A Shares shall be four hundred fifty million dollars ($450,000,000) in the aggregate (the "CLASS A PURCHASE PRICE"), paid as provided in Section 5.01(b)(ii) below, provided that if the Closing occurs on a date later than February 7, 2001 the Class A Purchase Price shall be increased by an amount per annum equal to 7% of the Class A Purchase Price, calculated on the basis of a 365-day year based on actual days elapsed from and including February 8, 2001 through but excluding the Closing Date.
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Related to Class A Purchase Price

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Additional Purchase Price Purchaser shall pay to the Sellers an additional amount determined as follows: (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.