Purchase Price Closing Clause Samples

Purchase Price Closing. 3.1 The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to the Closing Price of CCI common stock on the date on which the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Price on the next trading day). 3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option (the "Closing"), (a) Alle▇ ▇▇ his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Alle▇ ▇▇ his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Alle▇ ▇▇ effectuate the transfer of such CCI Stock to Alle▇ ▇▇ his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4. 3.3 Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Los Angeles, California, on the thirtieth day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter), or at such other time and

Purchase Price Closing. (a) The purchase price per share of the shares of Class B Common Stock purchased pursuant to this Article 4 shall be equal to the lesser of (i) the Purchase Price (adjusted to reflect any Capital Transaction effected after the Closing Date and prior to the date of the Repurchase Notice) and (ii)

Purchase Price Closing. A. The purchase price for the Property pursuant to the Refusal Right (the “Purchase Price”) shall equal the sum of (i) the principal amount of all outstanding indebtedness secured by the Project, and any accrued interest on any of such debts and (ii) all federal, State, and local taxes attributable to such sale, including those incurred or to be incurred by the partners or members of the Non-Managing Members. Notwithstanding the foregoing, however, the Purchase Price shall never be less than the amount of the “minimum purchase price” as defined in Section 42(i)(7)(B) of the Code. The Refusal Right granted hereunder is intended to satisfy the requirements of Section 42(i)(7) of the Code and shall be interpreted consistently therewith. In computing such price, it shall be assumed that each of the Non-Managing Members of the Owner (or their constituent partners or members) has an effective combined federal, state and local income tax rate equal to the maximum of such rates in effect on the date of Closing. B. All costs of the Grantee’s purchase of the Property pursuant to the Refusal Right, including any filing fees, shall be paid by Grantee. C. The Purchase Price shall be paid at Closing in one of the following methods: (i) the payment of all cash or immediately available funds at Closing, or (ii) the assumption of any assumable Loans if Grantee has obtained the consent of the lenders to the assumption of such Loans, which consent shall be secured at the sole cost and expense of Grantee; provided, however, that any Purchase Price balance remaining after the assumption of the Loans shall be paid by Grantee in immediately available funds.

Purchase Price Closing. (a) The Subscriber hereby subscribes to purchase 23,809 shares of Common Stock (the “Shares”) at $0.84 per share for a total purchase price of $19,999.56 (the “Purchase Price”). The price per share is equal to the closing sale price of the Company’s common stock on the NYSE MKT on July 15, 2013. (b) The Shares will be issued to Purchaser at the closing of the Offering (as defined below), which shall occur upon the approval of the Company’s request for the additional listing of the Shares issued in connection with the Offering on both the Toronto Stock Exchange and the NYSE MKT (collectively the “Exchanges”).

Purchase Price Closing. The purchase price per share of the shares of Capital Stock purchased pursuant to this Section 4 (the “Section 4.3 Called Shares”) shall be equal to the lesser of (i) ninety percent (90%) of the Shareholder’s Cost and (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the lesser of (i) and (ii), the “Section 4.3 Call Price”). The closing of a purchase pursuant to this Section 4.3 shall take place at the principal office of the Company ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 4.3 Called Shares by any Prohibitions, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 4.3 Called Shares but no interest shall be paid to such Shareholder on the Section 4.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the Section 4.3 Called Shares not purchased, then the Company shall purchase such portion on the first practicable date on which the Company is permitted to do so. At such closing, such Shareholder shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Section 4.3 Called Shares, which shall constitute (and, at the closing, such Shareholder shall

Purchase Price Closing. The purchase price (the “Purchase Price”) for the Membership Interests is Fourteen Million Eight Hundred Thousand Dollars ($14,800,000), reduced by the Liabilities. The Purchase Price shall be due and payable at Closing. The closing for the sale of Membership Interests in the Company (the “Closing”) shall occur on a day which is mutually agreeable to Seller and Buyer no later than ten (10) days following the Effective Date, provided that all conditions to Closing set forth in this Agreement have been satisfied, including but not limited to the terms of Section 14 hereof.

Purchase Price Closing. (a) The purchase price for the Purchased Assets (the "Purchase Price") shall be as follows: (i) At the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Choate, Hall & Stewart LLP, Exchange Place, 53 State ▇▇▇▇▇▇ i▇ ▇▇ston, ▇▇▇▇achusetts, as soon as possible, but in no event later than three (3) business days after satisfaction of the conditions set forth in Article IX, or at such other time or place as Buyer and Seller may agree. At the Closing, (i) Buyer shall pay to Seller the Initial Cash Payment to an account maintained by Seller, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior to the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or...

Purchase Price Closing. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell and Investor agrees to purchase the Note and 3,000 shares of Series C Preferred Stock for an aggregate purchase price of $7,500,000 (the “Purchase Price”). The closing of such purchase and sale is hereinafter referred to as the “Closing”, and the date on which the Closing occurs is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur at the offices of Mazze▇ ▇▇▇▇ & Bradh▇▇ ▇▇▇, 708 T▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇n each of the conditions to the Closing described in Sections 2.2 and 2.3 has been satisfied or waived as specified therein.

Purchase Price Closing. 8.1 The aggregate purchase price for the Shares shall be $427,500 (the "Purchase Price"). Purchaser shall pay the Purchase Price (payable as to each -------------- Seller on a pro-rata basis based upon the share ownerships set forth on Exhibit ------- A hereto) on the Closing Date (as defined below), in cash by wire transfer of - immediately available funds to a bank account(s) designated by the Sellers and Sellers shall deliver evidence from the Depository Trust Company ("DTC") that --- the Shares have been transferred from Sellers' respective accounts at DTC to an account of Purchaser as directed by Purchaser in accordance with the terms hereof. 8.2 The closing (the "Closing") shall take place at the offices of ------- ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at such place as may be mutually agreed upon by the parties hereto) at 10:00 A.M. New York City time on the first business day immediately following the date on which the last of the conditions set forth in Section 5 herein and Article VII to the --------- ----------- Securities Purchase Agreement is fulfilled or waived (other than conditions that by their nature are required to be performed on the Closing Date, but subject to ------------ satisfaction of such conditions) (the "Closing Date") or at such other time and place and such other date as Purchaser and SAR mutually agree. All events occurring at the Closing will, unless otherwise specified, be deemed to have simultaneously occurred.