Purchase Price and Adjustments Sample Clauses

Purchase Price and Adjustments. 2.2.1 Subject to the other terms and conditions of this Agreement, the total purchase price for the Equity Interests (the “Purchase Price”) shall consist of the items set forth in Section 2.2.2 of which $10,000 shall be allocated to the Restrictive Covenants in Section 9.5 hereof and the balance to the purchase of the Equity Interests. 2.2.2 The Purchase Price shall be paid as follows: 2.2.2.1 The Buyer shall pay (the “Closing Date Payment”) to Shareholder, by wire transfer on the Closing Date, an aggregate amount equal to Ten Million Dollars and Zero Cents ($10,000,000.00) (a) less obligations of the Companies under any employee retention or bonus plan or to satisfy any severance, parachute or employee closing bonuses (if any) or other obligations that are accelerated as a result of the Transaction (but only as to employees related to the Business as to NDTC), (b) less satisfaction of any and all outstanding Obligations as of the Closing Date of the Companies (but only such Obligations of NDTC related to the Business) to the Shareholder or to Related Parties of the Shareholder or NDTC (the “Company Obligations”), (c) less satisfaction of any and all Obligations of CBH and NDTC (relating to the Business) constituting long term debt (including the current portion of any long term debt) as of the Closing Date, and (d) less any of the Companies’ and Shareholder’s Obligations for costs and expenses associated with the Transaction, including legal, accounting and investment banking fees. 2.2.2.2 The Buyer shall deliver to the Shareholder an unsecured, subordinated promissory note (the “Note”) in aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) or such lesser amount as adjusted as set forth herein and being in the form of Note attached as Exhibit 2.2.2.2. 2.2.2.3 The Buyer shall issue to the Shareholder a number of shares of its unregistered common stock (the “Common Stock”), equal to $3,000,000 divided by the arithmetic average of the closing sales price per share of Buyer’s Common Stock as reported on the NASDAQ market for the 10 trading days immediately preceding the Closing Date. The Common Stock shall be deposited with Buyer on the Closing Date and be held pursuant to the terms of the Pledge Agreement by Buyer as security for any Losses under Section 10, such Pledge Agreement to be in the form of Exhibit 2.2.2.3(a). The Shareholder shall be provided certain registration rights with respect to Common Stock in accordance with the ...

Purchase Price and Adjustments. (a) Subject to the terms and conditions of this Agreement (including adjustments to the Purchase Price described in this Section 2.2), the aggregate purchase price for the Stock shall be an amount equal to U.S.$122,240,000 (the "Purchase Price"). At the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between the Target Adjusted Working Capital and the Estimated Adjusted Working Capital. Any payments under this Section 2.2 made on the Closing Date shall be made by wire transfer of immediately available funds in U.S. Dollars on the Closing Date to an account designated by Seller to Buyer at least one Business Day prior to the Closing Date. (b) Not less than two Business Days prior to the Closing Date, Seller will give to Buyer a good faith estimate of the Adjusted Working Capital as of the Closing Date, which shall be prepared in accordance with GAAP (except as noted on EXHIBIT A) and in a manner consistent with the policies and principles used in connection with the preparation of the Reference Balance Sheet (the "Estimated Adjusted Working Capital"). If the Estimated Adjusted Working Capital is (i) greater than the Target Adjusted Working Capital, the Purchase Price payable at the Closing will be increased by the difference between the Estimated Adjusted Working Capital and the Target Adjusted Working Capital or (ii) less than the Target Adjusted Working Capital, the Purchase Price payable at the Closing will be decreased by the difference between the Estimated Adjusted Working Capital and the Target Adjusted Working Capital. (c) Promptly following the Closing Date, but in no event later than sixty days after the Closing Date, Seller shall prepare and submit to Buyer a statement (the "Closing Date Statement") setting forth, in reasonable detail, Seller's calculation of the Adjusted Working Capital as of the Closing Date which shall be prepared in accordance with GAAP (except as noted on EXHIBIT A) and in a manner consistent with the policies and principles used in connection with the preparation of the Reference Balance Sheet (provided, however, that in determining the Closing Date Statement, the exclusions and adjustments set forth on EXHIBIT A shall be given effect) (the "Proposed Final Adjusted Working Capital"). The Closing Date Statement will be accompanied by a report of E&Y based upon a review of the Closing Date Statement stating that such statement presents fairly, in all material respects, the Adjusted W...

Purchase Price and Adjustments. (a) The purchase price (the “Purchase Price”) for the Subject Interest shall be $13,095,362 (as such amounts may be adjusted in accordance with this Purchase Agreement). The Purchase Price shall be paid at the Closing in immediately available funds by wire transfer to a bank account designated by Seller. (b) The Purchase Price shall be (i) increased on a dollar-for-dollar basis by any Capital Contributions made by Seller, on or after the Signing Date but prior to the Closing Date, and (ii) reduced (but not below zero) on a dollar-for-dollar basis by any Proceeds received on or after the Signing Date but prior to the Closing Date. (c) Schedule 2.2(c) sets forth a description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date. Seller shall deliver to Buyer: (i) no later than 15 Business Days prior to the Closing Date, Schedule 2.2(c), together with reasonable supporting documentation setting forth a description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date and prior to the date of such Schedule 2.2(c), and the Purchase Price shall be adjusted in accordance with the provisions of Section 2.2(b) to take into account the Capital Contributions and Proceeds included on such Schedule 2.2(c); and (ii) on the Closing Date (as defined below), a revised Schedule 2.2(c), together with reasonable supporting documentation setting forth an updated description of all Capital Contributions made by Seller and Proceeds received with respect to the Subject Interest on or after the Signing Date and prior to the Closing Date, and the Purchase Price shall be adjusted in accordance with the provisions of Section 2.2(b) to take into account the Capital Contributions made by Seller and Proceeds received with respect to such Subject Interest on or after the date of the updated Schedule delivered pursuant to Section 2.2(c)(i) and prior to the Closing Date.

Purchase Price and Adjustments. The Purchase Price, the number of Units of Preferred Stock covered by each Right and the number of Rights outstanding are subject to adjustment from time to time, as provided in this Section 11: (i) In the event the Company shall at any time after November 17, 1998 (A) declare a dividend on the Preferred Stock payable in Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding shares of Preferred Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (ii) In the event any Person shall become an Acquiring Person or an Adverse Person, proper provision shall be made so that each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Units of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Units of Preferred Stock of the Company as shall equal the result obtained by (A) multiplying the then current Purchase Price by the then number of Units of Preferred Stock for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Preferred Stock (determined pursuant to Section 11(d)) on the date such Person became an Acquiring Person or an Adverse Person. Notwithstanding the foregoing, from and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by an Acquiring Person ...

Purchase Price and Adjustments. Section 3.1 Purchase Price 15 Section 3.2 Interim Financial Information 16 Section 3.3 Closing Statement and Closing Payment 16

Purchase Price and Adjustments. Corporate Trust Closing Payment.............................35 Section 4.2 Corporate Trust Post-Closing Payment........................35 Section 4.3 Banking Closing Payment.....................................37 Section 4.4 Banking Post-Closing Payment................................38 Section 4.5 Adjustment to Payments for Expenses, Prepayments and Fees...40 Section 4.6

Purchase Price and Adjustments. EXCISE AND PROPERTY TAXES; DEPOSIT .............................. 7 3.1

Purchase Price and Adjustments. (a) The aggregate purchase price for the Transferred Assets shall be an amount (the "Purchase Price") equal to (1) the Base Purchase Price, (2) either (x) increased by the difference between the Final Working Capital Amount and the Target Working Capital Amount, ASSET PURCHASE AGREEMENT 15 EXECUTION VERSION in the event the Final Working Capital Amount exceeds the Target Working Capital Amount or (y) decreased by the difference between Target Working Capital Amount and the Final Working Capital Amount, in the event the Final Working Capital Amount is less than the Target Working Capital Amount, (3) either (x) increased by the net amount of cash funded to the Business by Seller and its Affiliates between the Effective Date and the Closing Date ("Net Funded Cash") or (y) decreased by the net amount of cash swept from the Business by Seller and its Affiliates between the Effective Date and the Closing Date ("Net Swept Cash"), and (4) plus the assumption by Buyer of the Assumed Liabilities in accordance with this Agreement. (b) At the Closing, Buyer shall pay to Seller $107,000,000.00 (the "Base Purchase Price"). Such payment shall be made by wire transfer of immediately available funds in U.S. Dollars to an account designated by Seller to Buyer at least one business day prior to the Closing Date. (c) Promptly following the Closing Date, but in no event later than 60 days after the Closing Date, Seller shall prepare and submit to Buyer (x) a balance sheet of the Business as of midnight on the Effective Date (the "Closing Balance Sheet"), together with Seller's calculation of the Closing Working Capital (the "Proposed Final Working Capital Amount") (such calculation, together with the "Closing Balance Sheet" being referred to herein as the "Closing Date Statement") and (y) Seller's calculation of Net Funded Cash or Net Swept Cash, as the case may be. The Closing Balance Sheet shall be prepared by Seller in accordance with GAAP, consistently applied, and Closing Working Capital will be determined in accordance with the procedures set forth on Schedule 2.2(c). In the event Buyer disputes the correctness of the Proposed Final Working Capital Amount or Net Funded Cash or Net Swept Cash, as the case may be, Buyer shall notify Seller in writing of its objections within 30 days after receipt of the Closing Date Statement and shall set forth, in writing and in reasonable detail, the reasons for Buyer's objections. Buyer agrees that any adjustments proposed in accordanc...

Purchase Price and Adjustments. Subject to the terms and conditions of Section 3.3, the initial purchase price of the Acquired Interests shall consist of an amount of fifteen million dollars ($15,000,000) (the “Initial Purchase Price”), of which: (i) nine million thirteen thousand nine hundred eighteen dollars ($9,013,918) shall be payable on the Closing Date by GHBV to the Seller by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “C2C Sale Share Closing Payment”); (ii) three million fifty thousand three hundred ninety eight dollars ($3,050,398) shall be payable on the Closing Date by GBVI to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evocomm Assets Closing Payment”); (iii) three hundred one thousand six hundred eighty eight dollars ($301,688) shall be payable on the Closing Date by GHBV to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evosat Sale Share Closing Payment”, and the Evosat Sale Share Closing Payment, together with the Evocomm Assets Closing Payment and the C2C Sale Share Closing Payment being collectively referred to as the “Closing Payment”); (iv) three hundred eighty three thousand nine hundred ninety nine dollars ($383,996) shall be payable on the Closing by the Seller to C2C by wire transfer of immediately available funds from the Notarial Third Party Account in respect of outstanding debt owed by the Seller to C2C; and (v) two million two hundred fifty thousand ($2,250,000) dollars (the “Representations and Warranties Escrow Amount”) shall be deposited in an escrow account (the “Representations and Warranties Escrow Account”) with ▇▇▇▇▇ Stagnetto ▇▇▇▇▇ (Barristers and Solicitors), as escrow agent (the “Representations and Warranties Escrow Agent”) pursuant to the escrow agreement, dated the Closing Date, attached as Exhibit C hereto (the “Representations and Warranties Escrow Agreement”) to secure the indemnification obligations of the Seller to the Buyer Parties for any breach of representations, warranties and covenants under this Agreement and the transactions contemplated hereunder.