Common use of Payment of Base Purchase Price Clause in Contracts

Payment of Base Purchase Price. At Closing, UNOVA would (i) pay to Amtech in cash the amount equal to the parties' best estimate of the Base Purchase Price (the "Estimated Base Purchase Price") less the sum of $10,000,000 and the "Escrow Amount" (as defined in clause (ii) of this sentence), (ii) pay into the "Escrow" (as defined in paragraph (d) below) $2,000,000 (the "Escrow Amount"), and (iii) transfer and assign to Amtech 2,211,900 shares of common stock of Amtech (the "UNOVA Shares"); provided, however, that at the option of UNOVA, UNOVA may instead (x) pay to Amtech in cash the Estimated Base Purchase Price less the Escrow Amount, and (y) pay into the Escrow the Escrow Amount (the option described in this proviso is referred to as the "All Cash Option"). In the event that UNOVA elects the All Cash Option, (1) UNOVA's rights arising under that certain agreement (the "Equity Agreement"), dated October 31, 1997, between UNOVA and Amtech, pursuant to which UNOVA purchased the UNOVA Shares, would remain intact, and (2) Amtech would have the option to purchase the UNOVA Shares at the closing market price on the Closing Date. If UNOVA does not elect the All Cash Option, or if it does elect the All Cash Option and Amtech elects to purchase the UNOVA Shares, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, UNOVA's designee to the Board of Directors of Amtech (the "Amtech Board"), would resign from the Amtech Board. Any difference between the Estimated Base Purchase Price and the Base Purchase Price as finally determined (the "Adjustment"), together with applicable interest, would be paid by UNOVA to Amtech or refunded by Amtech to UNOVA in cash within three business days following the final determination of the Base Purchase Price. Prior to execution of the Definitive Agreement, UNOVA and Amtech will reevaluate the appropriateness of the Escrow Amount.

Payment of Base Purchase Price. At Closing, UNOVA would (i) pay to Amtech in cash the amount equal to the parties' best estimate of the Base Purchase Price (the "Estimated Base Purchase Price") less LESS the sum of $10,000,000 and the "Escrow Amount" (as defined in clause (ii) of this sentence), (ii) pay into the "Escrow" (as defined in paragraph (d) below) $2,000,000 (the "Escrow Amount"), and (iii) transfer and assign to Amtech 2,211,900 shares of common stock of Amtech (the "UNOVA Shares"); providedPROVIDED, howeverHOWEVER, that at the option of UNOVA, UNOVA may instead (x) pay to Amtech in cash the Estimated Base Purchase Price less LESS the Escrow Amount, and (y) pay into the Escrow the Escrow Amount (the option described in this proviso is referred to as the "All Cash Option"). In the event that UNOVA elects the All Cash Option, (1) UNOVA's rights arising under that certain agreement (the "Equity Agreement"), dated October 31, 1997, between UNOVA and Amtech, pursuant to which UNOVA purchased the UNOVA Shares, would remain intact, and (2) Amtech would have the option to purchase the UNOVA Shares at the closing market price on the Closing Date. If UNOVA does not elect the All Cash Option, or if it does elect the All Cash Option and Amtech elects to purchase the UNOVA Shares, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, UNOVA's designee to the Board of Directors of Amtech (the "Amtech Board"), would resign from the Amtech Board. Any difference between the Estimated Base Purchase Price and the Base Purchase Price as finally determined (the "Adjustment"), together with applicable interest, would be paid by UNOVA to Amtech or refunded by Amtech to UNOVA in cash within three business days following the final determination of the Base Purchase Price. Prior to execution of the Definitive Agreement, UNOVA and Amtech will reevaluate the appropriateness of the Escrow Amount.