02Purchase Price. The purchase price for the Acquired Interests (the “Purchase Price”) is [●] shares (the “Exchange Shares”) of common stock, par value $0.0001 per share, of Buyer (“Buyer Common Stock”). At the Closing, Buyer shall deliver the Exchange Shares to each of the Sellers as payment on account of the Purchase Price. The Buyer acknowledges that the Exchange Shares will be allocated among Sellers as set forth on Schedule 2.02. All shares will be restricted and under lock-up and can therefore not be sold, transferred, pledged, hypothecated or placed for a period of at least twelve (12) months following the Closing Date (as defined below) except as set forth in the Stockholder’s Agreement, which, among other requirements, requires the approval of the Board of Directors of Buyer and compliance with the terms of this Agreement.
02Purchase Price. The aggregate purchase price for the Shares shall be
02Purchase Price. Subject to the terms and conditions of this Agreement, and as full consideration for the purchase of the Interests, and the representations, warranties, covenants and agreements contemplated herein, the aggregate consideration (the “Purchase Price”) to be paid by Purchaser will be as follows, subject to adjustment as provided hereunder, including pursuant to Section 6.12:
02Purchase Price. The total consideration (the “Purchase Price”) to be paid by Buyer to Seller for all of the Purchased Assets shall be One Hundred and Ten Million Dollars (U.S. $110,000,000.00) due and payable upon the Closing Date.
02Purchase Price. The aggregate purchase price (the “Aggregate Purchase Price”) shall be US$12,000,000 in cash without interest (the “Purchase Price”), apportioned among and payable by the Purchaser to the Selling Shareholder at the Closing as set out in column 4 of Schedule I hereto.
02Purchase Price. The purchase price (the “Purchase Price”) to be paid by the Buyer to the Sellers for all of the Purchased Shares shall consist of Four Million One Hundred Ninety Two Thousand Nine Hundred Twenty Seven Dollars ($4,192,927.00), or $41,929.27 per Purchased Share. The Purchase Price shall be paid by Xxxxx as follows: (a) Three Million Eight Hundred Forty Two Thousand Nine Hundred Twenty Seven Dollars ($3,842,927.00) (the “Closing Date Purchase Price”) at Closing to the Sellers, by wire transfer of immediately available funds to the account specified on Exhibit A attached hereto and (b) $350,000 on the earlier of (i) the second anniversary of the Effective Date and (ii) the expiration of the “Term” (as defined in the respective Employment Agreements), by wire transfer of immediately available funds to the account specified on Exhibit A attached hereto (or such other account as the Sellers direct in writing), provided, in the case of the payment under clause (b), that neither of the Employment Agreements (as defined in Section 2.02(a)) have been terminated by the Company for “Cause” (as defined in the Employment Agreements) or by the Sellers without “Good Reason” (as defined in the Employment Agreements) before the expiration of the “Term” (as defined in the respective DM3\9828211.5 Employment Agreements). The Closing Date Purchase Price is subject to adjustment after Closing as set forth in Section 2.04 below.
02Purchase Price. The total aggregate purchase price for the Purchased Interests shall be Eight Hundred Nineteen Thousand Two Hundred Fifty Five and no/100 dollars ($819,255.00) (the “Purchase Price”). The Purchase Price shall be paid in the form of (a) a Secured Promissory Note in the amount of $243,937, substantially as set forth on Exhibit A (“Promissory Note”) and (b) the forgiveness of outstanding amounts owed by Seller to Buyer amounting to $575,318.00 in accordance with Section 1.03.
02Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Shares shall be paid to the Seller as follows:
02Purchase Price. The aggregate purchase price for the Foreland Shares shall be SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000), plus the projected inventory valuation of $3,500,000 in Section 1.03, paid as follows (the “Purchase Price”):
02Purchase Price. (a)The total consideration for the Membership Interests (the “Purchase Price”) shall be 2,177,912 shares of Buyer’s common stock, which is that number of shares of Buyer’s common stock (the “Buyer Shares”) having an aggregate value of $3,266,867, such value to be calculated based upon a price per share equal to $1.50, rounded up to the nearest whole number of shares. The Purchase Price also reflects the Company’s outstanding debt obligations totaling approximately $767,677, as well as $65,000 in cash drawn on a Comerica line of credit.
