Common use of Closing Consideration Clause in Contracts

Closing Consideration. (a) In consideration of the sale, assignment, transfer and delivery of the Purchased Shares by the Seller to Buyer, at the Closing, Parent shall on behalf of Buyer deliver Seven Million Dollars (US$7,000,000), as adjusted in accordance with Section 2.3 below (the “Purchase Price”) payable Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) in shares of Parent Common Stock (the “Stock Consideration”) at an agreed upon value based upon the VWAP (the “Agreed Parent Share Price”), a senior secured promissory note of Holdings (the “Secured Note”) in the amount of One Million Dollars ($1,000,000), secured by the assets of Holdings (subject to adjustment as provided in section 2.3(c) for the amount of working capital balance, if any, on the Closing Date) (the “Final Working Capital”) and Two Hundred Fifty Thousand Dollars ($250,000) cash (the “Cash Purchase Amount”, and together with the Stock Consideration and Secured Note, the “Purchase Price”) to the Seller as follows: (i) delivery to the Seller of an aggregate of (A) the Stock Consideration less the Escrow Shares minus (B) the number of shares equal to the Estimated Working Capital Deficiency Amount divided by the Agreed Parent Share Price (the “Closing Shares”); (C) the Secured Note plus (D) the value equal to the Estimated Working Capital Excess Amount and (E) the Cash Purchase Amount; and (ii) delivery to the Escrow Agent of Fifteen (15%) percent of the Stock Consideration (the “Escrow Shares”). (b) One Hundred (100%) Percent (the “Seller Percentage”) of the Closing Shares and the Escrow Shares (upon release under the terms of the Escrow Agreement) shall be distributed to Seller. (c) In the event of a Qualified Financing, twenty-five (25%) percent of the net proceeds thereof shall be applied to repayment of principal and interest due under the Secured Note unless Seller shall have previously sold at least one-million ($1,000,000) of Stock Consideration on or prior to the date of closing of the Qualified Financing.

Closing Consideration. (a) In consideration of the sale, assignment, transfer and delivery of the Purchased Shares by the Seller to Buyer, at At the Closing, Parent shall on behalf upon the terms and subject to the conditions set forth herein and subject to Section 2.6 below, Buyer shall: (i) pay to the Paying Agent, for distribution to the Sellers as set forth in the Spreadsheet and the Paying Agent Agreement, the aggregate amount of Buyer deliver Seven Three Million Dollars (US$7,000,000), as adjusted in accordance with Section 2.3 below (the “Purchase Price”) payable Five Million Seven Hundred Fifty Thousand Dollars ($5,750,0003,500,000) in shares out of Parent Common Stock which, the Transaction Expenses shall be deducted (the “Stock ConsiderationUpfront Payment"); (ii) deposit with the Paying Agent certificates (whether physical or digital) or other formal approval from The Bank of New York Mellon (“BNYM”), which is the registered holder of the shares represented by the ADSs (as defined below) at an agreed upon value based upon issued under the VWAP Deposit Agreement, dated as of November 20, 2015, by and among the Buyer, BNYM, as depositary (the “Agreed Parent Share PriceDepositary”), a senior secured promissory note ) and the owners and holders of Holdings ADSs issued thereunder (the “Secured NoteDeposit Agreement”) governing Buyer’s ADR program, evidencing the Upfront Shares registered in the amount name of One the certain Sellers, as set forth in the Spreadsheet and the Paying Agent Agreement, reflecting such number of Buyer’s American Depositary Shares (“ADS”, each ADS representing ten (10) ordinary shares of the Buyer of no par value) representing aggregate value of Three Million Five Hundred Thousand Dollars ($1,000,0003,500,000), secured by at a price per Buyer ADSs equal to $1.58 (calculated based on the assets NASDAQ volume-weighted average price of Holdings (subject to adjustment as provided in section 2.3(c) Buyer ADSs for the amount 60-day period preceding the date of working capital balance, if any, on the Closing Datethis Agreement) (the “Final Working Capital”) and Two Hundred Fifty Thousand Dollars ($250,000) cash (the “Cash Purchase Amount”, and together with the Stock Consideration and Secured Note, the “Purchase Price”) to the Seller as follows: (i) delivery to the Seller of an aggregate of (A) the Stock Consideration less the Escrow Shares minus (B) the number of shares equal to the Estimated Working Capital Deficiency Amount divided by the Agreed Parent Share Price (the “Closing Upfront Shares”); and (Ciii) wire the Secured Note plus (D) amount of the value equal Transaction Expenses to the Estimated Working Capital Excess Amount and (E) Paying Agent, for payment of the Cash Purchase Amount; and (ii) delivery Transaction Expenses in accordance with the Spreadsheet to the Escrow Agent of Fifteen applicable third parties listed on Schedule 4.8(ii). In the event that during one year following the Closing, the Buyer enters into a Dilutive Event, as defined in the Registration Rights Agreement (15%) percent of as defined below), and at such time a Seller who received Upfront Shares holds any such shares, a price protection mechanism, as indicated in the Stock Consideration (the “Escrow Registration Rights Agreement will be effected with respect to such Upfront Shares”). (b) One Hundred (100%) Percent (the “Seller Percentage”) of the Closing Shares and the Escrow Shares (upon release , under the terms of the Escrow Agreement) shall be distributed to Sellerand conditions set forth therein. (c) In the event of a Qualified Financing, twenty-five (25%) percent of the net proceeds thereof shall be applied to repayment of principal and interest due under the Secured Note unless Seller shall have previously sold at least one-million ($1,000,000) of Stock Consideration on or prior to the date of closing of the Qualified Financing.

Closing Consideration. (a) In The total consideration of for the sale, assignment, transfer and delivery of the Purchased --------------------- Acquired Shares by the Seller to Buyer, at the Closing, Parent shall on behalf of Buyer deliver Seven Million Dollars (US$7,000,000), as adjusted in accordance with Section 2.3 below (the “"Purchase Price”") payable Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) in shares and for certain covenants of Parent Common Stock (-------------- the “Stock Consideration”) at an agreed upon value based upon the VWAP (the “Agreed Parent Share Price”), a senior secured promissory note of Holdings (the “Secured Note”) in the amount of One Sellers set forth below shall be Eighteen Million Dollars ($1,000,00018,000,000.00), secured by the assets of Holdings (subject to adjustment as provided set forth in section 2.3(c) for the amount of working capital balance, if any, on the Closing Date) (the “Final Working Capital”) this Section 1.2.1 and Two Hundred Fifty Thousand Dollars ($250,000) cash (the “Cash Section 1.2.2 below. The Purchase Amount”, and together with the Stock Consideration and Secured Note, the “Purchase Price”) to the Price shall be paid by Seller as follows: (ia) delivery At the Closing, Buyer shall pay to Sellers the sum of $14,900,000.00 (after adjustment as provided below, the "Closing Payment"), by wire transfer to an account or accounts --------------- designated by Sellers by written notice to Buyer given at least two (2) business days prior to the Seller of an aggregate of (A) the Stock Consideration less the Escrow Shares minus (B) the number of shares equal to the Estimated Working Capital Deficiency Amount divided by the Agreed Parent Share Price (the “Closing Shares”); (C) the Secured Note plus (D) the value equal to the Estimated Working Capital Excess Amount and (E) the Cash Purchase Amount; and (ii) delivery to the Escrow Agent of Fifteen (15%) percent of the Stock Consideration (the “Escrow Shares”)Date. (b) At the Closing, Buyer also shall deposit One Hundred Million Dollars (100%$1,000,000.00) Percent (such amount, the "Deposit") with ------- The Chase Manhattan Bank, as escrow agent (the “Seller Percentage”"Escrow Agent"), ------------ consisting of a Five Hundred Thousand Dollar ($500,000.00) fund (the "Adjustment Escrow") and a second Five Hundred Thousand ----------------- Dollar ($500,000.00) fund (the "Indemnity Escrow"), to be held ---------------- and disposed of the Closing Shares and the Escrow Shares (upon release under pursuant to the terms of this Agreement and an Escrow Agreement in substantially the form attached hereto as Exhibit A (the "Escrow Agreement"). The Escrow Agreement shall be --------- ---------------- executed and delivered by Buyer and Sellers to the Escrow Agent at the Closing. Notwithstanding anything contained herein to the contrary, as between Sellers and Buyer, the fees, costs and expenses of the Escrow Agent under the Escrow Agreement shall be borne by Sellers and by Buyer as set forth in the Escrow Agreement) shall be distributed to Seller. (c) In At the event Closing, AZZ shall issue and deliver, or cause Buyer to deliver, to Sellers a number of a Qualified Financingduly authorized, twenty-five validly issued, fully paid and nonassessable shares of common stock, par value $1.00 per share, of AZZ (25%rounded upward to the nearest whole number of shares) percent (the "AZZ Shares") equal to the ---------- quotient obtained by dividing $1,800,000.00 by the average closing price of the net proceeds thereof Common Stock as reported for New York Stock Exchange Composite Transactions for the thirty trading days ending on the date on which Buyer makes a public announcement concerning the transaction contemplated by this Agreement (the "Average Price"). Notwithstanding the foregoing, Sellers shall be applied to repayment ------------- receive $1,800,000.00 in cash in lieu of principal the common stock of AZZ if the Average Price is less than $18.50 per share or is more than $28.00 per share (after appropriately adjusting for any stock splits, reverse stock splits, stock dividends and interest due under the Secured Note unless Seller shall have previously sold at least one-million ($1,000,000) of Stock Consideration on or prior to similar transactions, if any, occurring between the date of closing of this Agreement and the Qualified FinancingClosing Date).

Closing Consideration. 2.2.1 At the Closing and subject to the terms and conditions set forth herein, Buyer shall pay to Seller the Provisional Purchase Price by: (a) In consideration the issue to Seller, credited as fully paid, of the sale, assignment, transfer and delivery a number of the Purchased Shares by the Seller to Buyer, at the Closing, Parent shall on behalf of Buyer deliver Seven Million Dollars shares (US$7,000,000), as adjusted calculated in accordance with Section 2.3 below 2.2.2 and Schedule 2.6) in Buyer representing a maximum of 19.9% of Buyer’s issued share capital (the “Purchase PriceConsideration Shares”) payable Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) in shares by way of Parent Common Stock (the “Stock Consideration”) at an agreed upon value based upon the VWAP (the “Agreed Parent Share Price”), a senior secured promissory note of Holdings (the “Secured Note”) in the amount of One Million Dollars ($1,000,000), secured by the assets of Holdings (subject set-off against Buyer’s debt to adjustment as provided in section 2.3(c) Seller for the amount of working capital balance, if any, on the Closing Date) (the “Final Working Capital”) and Two Hundred Fifty Thousand Dollars ($250,000) cash (the “Cash Purchase Amount”, and together with the Stock Provisional Consideration and Secured Note, the “Purchase Price”) to the Seller as follows: (i) delivery to the Seller of an aggregate of (A) the Stock Consideration less the Escrow Shares minus (B) the number of shares equal to the Estimated Working Capital Deficiency Amount divided by the Agreed Parent Share Price (the “Closing Shares”); (C) the Secured Note plus (D) the value equal to the Estimated Working Capital Excess Amount and (E) the Cash Purchase Amount; and (b) the wire transfer of immediately available funds equivalent to the Provisional Purchase Price less (i) the Provisional Consideration Shares Amount (the “Closing Cash Payment” including, for the avoidance of doubt the Escrow Amount) and (ii) delivery the Escrow Amount, to the Escrow Agent account specified to Buyer by Seller by written notice delivered to Buyer at least three Business Days prior to the Closing Date. 2.2.2 The number of Fifteen Consideration Shares shall be equal to a number of new shares in Buyer such that the percentage represented by the Consideration Shares compared to the aggregate number of shares in Buyer (15%including the Consideration Shares) percent is equal to the percentage represented by the Provisional Consideration Shares Amount compared to the Closing Date Buyer Equity Value. If the Provisional Consideration Shares Amount exceeds EUR 85 million, the number of Consideration Shares and accordingly the percentage of the Stock issued share capital of Buyer represented by the Provisional Consideration Shares Amount shall be reduced until the Provisional Consideration Shares Amount is EUR 85 million. 2.2.3 If the Provisional Consideration Shares Amount is equal to or less than EUR 85 million, the Closing Cash Payment shall be the Provisional Purchase Price less the Provisional Consideration Shares Amount. 2.2.4 At the Closing, Buyer will place into an interest-bearing account (the “Escrow SharesAccount”). ) with Crédit Lyonnais acting as escrow agent (the “Escrow Agent”) an amount equal to the higher of (a) 10% of the Closing Cash Payment and (b) One Hundred (100%) Percent the net amount of the Provisional Purchase Price and/or Provisional UPC France Equity Value in dispute, provided that such amount in the Escrow Account will in no event exceed 20% of the Closing Cash Payment (the “Seller PercentageEscrow Amount”) pending the determination of the Closing Shares Purchase Price in accordance with Section 2.7 as a reserve against any difference between the Provisional Purchase Price and the Purchase Price. The release of amounts held in the Escrow Shares (upon release under Account will be made in accordance with the terms of the Escrow Agreement) shall be distributed to Seller. (c) In the event of a Qualified Financing, twenty-five (25%) percent of the net proceeds thereof shall be applied to repayment of principal and interest due under the Secured Note unless Seller shall have previously sold at least one-million ($1,000,000) of Stock Consideration on or prior to the date of closing of the Qualified Financing.