Common use of Closing Date Purchase Price Clause in Contracts

Closing Date Purchase Price. Subject to Section 2.3, in consideration for the sale of the Transferred Shares, the aggregate purchase price payable by Purchaser to Sellers shall consist of (i) cash in an amount (the "Cash Consideration") equal to (A) eight billion five hundred million dollars ($8,500,000,000) plus the excess, if any, of three billion dollars ($3,000,000,000) over the Nominal Stock Consideration Amount, plus (B) the excess, if any, of the Estimated Total Equity over the Reference Equity, minus (C) the excess, if any, of the Reference Equity over the Estimated Total Equity, plus (D) the Excess Reference Equity, if any, minus (E) the Shortfall Reference Equity, if any, minus (F) the Estimated Net RBC Deficit calculated pursuant to Section 6.18(a), and (ii) such number of validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share of Purchaser (together with the associated Rights (as defined in the Purchaser Rights Agreement), the "Purchaser Common Stock") determined by dividing the Nominal Stock Consideration Amount by the Applicable Stock Price; provided, however, that in lieu of part of the foregoing shares of Purchaser Common Stock, Parent shall have the right to require Purchaser to deliver shares of a new series of non-voting, convertible participating preferred stock, par value $.01 per share, of Purchaser (the "Purchaser Convertible Preferred Stock") having substantially the terms set forth in Exhibit H attached hereto and initially being convertible into the number of shares of Purchaser Common Stock in respect of which the Purchaser Convertible Preferred Stock is to be issued (the "Stock Consideration," and together with the Cash Consideration, the "Closing Date Purchase Price"); provided, however, that in no event shall the Stock Consideration exceed 9.4% of Purchaser's issued and outstanding capital stock; provided, further, that Parent shall only be entitled to request that shares of Purchaser Convertible Preferred Stock be issued in lieu of Purchaser Common Stock to the extent that the Stock Consideration, when taken together with the Existing Shares, exceeds 4.9% of Purchaser's issued and outstanding capital stock.