Common use of Purchase Price Closing Clause in Contracts

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. 3.1 The purchase price per share to be paid upon any exercise of the shares of Capital Stock purchased pursuant to this Section 4 Put Option (the “Section 4.3 Called Shares”"Purchase Price") shall be equal to $25.8548 per share of PublicCo common stock represented by the lesser Shares to be purchased and sold (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of (i) ninety four and one-half percent (904.5%) of per year, compounded annually, for 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)period from November 12, 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 day1999, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 4.3 Called Shares by any Prohibitions, through the closing of the purchase and sale of the Shares hereunder (the "Closing"). 3.2 At each Closing, (a) Allen or his designee shall pay to each selling Holder (for itself a▇▇ ▇▇ behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) each selling Holder shall deliver or cause to be delivered to Allen or his designee one or more certificates evidencing the Shares ▇▇ ▇e purchased from such purchase Holder or its Permitted Transferees at such Closing (if such Shares are certificated securities), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of such Shares to Allen or his designee, together with a certificate of the selling Ho▇▇▇▇ and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that no Holder or Permitted Transferee shall be required to take place any actions or deliver any documents to satisfy any restrictions imposed by the Issuer on the first transfer of the Shares, and provided, further, that, if the Holder is unable to deliver certificates evidencing the Shares to be purchased and sold at such Closing because PublicCo failed to deliver such certificates to the Holder within the period specified in the Exchange Agreement, then, in lieu of delivering such certificates to Allen at the Closing, the Holder will deliver to Allen at the Closin▇ ▇▇▇ undertaking to deliver such certificates to ▇▇▇▇n as soon as practicable date on which the Company is permitted to purchase such Section 4.3 Called Shares but no interest after it receives them from PublicCo. 3.3 Each Closing shall be paid to such Shareholder held at the offices of Irell & Manella in Los Angeles, California, on the Section 4.3 Call Price during tenth business day after ▇▇▇ ▇▇▇resentative delivers the written notice described above, or at such periodother time and place as the Representative and Allen may agree. If at any time the Prohibitions shall cease The selling Holders and Allen will cooperate so as ▇▇ ▇▇rmit all documents required 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, de▇▇▇▇▇ed at the closingClosing to be delivered by mail, such Shareholder shalldelivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.

Purchase Price Closing. The purchase price per share of the shares of Capital Class B Common Stock purchased pursuant to this Section Article 4 (the “Section 4.3 Called Shares”) shall be equal to the lesser of (ia) ninety percent $357.84 (90%adjusted to reflect any Capital Transaction effected after the Closing Date and prior to the date of the Repurchase Notice) and (b) the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice). If such purchase price is determined pursuant to clause (b) of the Shareholder’s Cost and preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (ii) the Fair Market Value which request must be made within eight days of such share on the business day immediately preceding the date of repurchase (the lesser of (iRepurchase Notice) and (ii)the date the relevant financial statements are available, provide the “Employee with the same purchase price certificate and report of the Company's independent public accountants as are referred to in Section 4.3 Call Price”)3.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 3.2(b) hereof. The calculations as set forth on such certificate shall be final and binding on the Company and the Employee for purposes of this Agreement. The closing of a such purchase pursuant to this Section 4.3 shall take place at the principal office of the Company ten 10 days following the date of the Repurchase Notice (or, if a written request therefor was timely made, 10 days following the date of delivery of the aforesaid certificate and if such tenth day is not a business day, then the first business day thereafter)report, except that if the Company is prohibited from repurchasing any Section 4.3 Called Shares shares of Class B Common Stock pursuant to this Article 4 by any Prohibitionscontractual obligation of the Company or any of its Affiliates or by applicable law, 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 shares (and the Section 4.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion provisions of the last two sentences of Section 4.3 Called Shares not purchased, then the Company 3.2(e) shall purchase such portion on the first practicable date on which the Company is permitted likewise apply to do sorepurchases pursuant to this Article 4). At such closing, such Shareholder the Employee shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Section 4.3 Called Sharesshares of Class B Common Stock being purchased by the Company, which shall constitute (and, at the closing, the Employee shall certify the same to the Company in writing) good and unencumbered title to such Shareholder shallshares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the FL & Co. Companies pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Employee, in full payment of the purchase price payable pursuant to this Section 4.3 for the shares of Class B Common Stock purchased, a check payable to the order of the Employee, in the amount of the aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, from and after the date of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Class B Common Stock which the Employee is required to sell to the Company pursuant to this Article 4 (including any rights pursuant to Section 3.3 or 3.4 hereof), except to receive the purchase price therefor.

Purchase Price Closing. The purchase price per share of shall be Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00), plus the shares of Capital Stock purchase price for the grain inventory or fuel inventory purchased pursuant to the provisions of Section 19. Buyer shall deposit Three Hundred Seventy Five Thousand Dollars ($375,000) as ▇▇▇▇▇▇▇ money with First American Title Insurance Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, within one (1) business day of execution of this Section 4 Agreement (the “▇▇▇▇▇▇▇ Money”), which amount shall be refunded to Buyer upon any termination of this Agreement by Buyer hereunder, paid over to Seller upon any termination of this Agreement by Seller as a result of Buyer’s failure to cure its breach of this Agreement or the failure of a condition to closing the transactions contemplated hereby as a result of Buyer’s actions or inactions (other than the financing contingency described in Section 4.3 Called Shares15 hereof), or credited to the purchase price at the closing of this transaction (the “Closing”) shall by mail or in person at a location to be equal mutually agreed upon by the parties hereto on January 30th , 2013 (the “Closing Date”), unless the parties mutually agree to extend the Closing Date or the Closing Date is extended pursuant to the lesser of (iterms hereof. On the Closing Date: a) ninety percent (90%) Seller shall cease operations of the Shareholder’s Cost Lakefield and ▇▇▇▇▇▇ locations; allow Buyer to undertake a final inspection of the assets sold; confirm the existence and operating condition of all equipment sold (ii) the Fair Market Value of such share identified on the business day Schedule of Fixed Assets on the attach “EXHIBIT A” or in “REPLACEMENT EXHIBIT A” to be attached to the ▇▇▇▇ of Sale, as provided at the end of this Section 2; and, to undertake the measure of all inventory (fuel and grain) to be transferred pursuant to this agreement; b) Seller shall deliver to Buyer the duly-executed documents, instruments and considerations specified in this Agreement or as reasonably required to transfer the acquired assets to Buyer or otherwise effect the consummation of the transactions described herein, including but not limited to General Warranty Bills of Sale for the fixed assets and other personal property acquired hereby substantially in the form of the General Warranty ▇▇▇▇ of Sale attached hereto and incorporated herein by reference as “EXHIBIT D” for the transfer of the Grain Bin; and c) Buyer shall deliver to Seller the purchase price for the acquired assets less the ▇▇▇▇▇▇▇ money deposit by wire transfer or immediately preceding available funds to a bank account specified by Seller, the assumption agreements related to DP corn grain contracts specified in Section 19 and the Grain Bin transfer and the ▇▇▇▇▇▇ ▇▇▇▇ of Sale, and such other duly-executed documents, instruments and considerations reasonably required to transfer the acquired assets to Buyer or otherwise effect the consummation of the transactions described herein. If there any changes in the items listed on the attached “EXHIBIT A” between the date of repurchase this Agreement and the Closing Date, then Seller and Buyer shall prepare (based on its inspection on the lesser Closing Date) an Updated Schedule of (i) Fixed Assets listing the fixed assets sold as of the Closing Date and (ii), the shall be attached to this Agreement as “Section 4.3 Call PriceREPLACEMENT EXHIBIT A”). 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 $850,000 portion of the Section 4.3 Called Shares not purchased, then purchase price allocated for the Company fixed assets sold as of the Closing Date shall purchase such portion be adjusted plus or minus the fair market value (as agreed to by Seller and Buyer) of any fixed assets listed on the first practicable date on or missing from “REPLACEMENT EXHIBIT A” 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 shallrepresents additions or deletions from EXHIBIT A.

Purchase Price Closing. The purchase price per share of the shares of Capital Common 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 ShareholderEmployee’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 the Employee 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 the Employee 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, the Employee shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such Shareholder shallshares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the NMP Entities pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Employee,