2Purchase Price Clause Samples
The "Purchase Price" clause defines the total amount of money that the buyer agrees to pay the seller for the goods, services, or assets being transferred under the agreement. This clause typically specifies the exact price, the currency, and may outline any adjustments, payment schedules, or conditions affecting the final amount due. By clearly stating the financial terms, the clause ensures both parties have a mutual understanding of the cost involved, thereby preventing disputes and facilitating a smooth transaction.
2Purchase Price. The purchase price for ProjectCo Interests shall be equal to the Base Purchase Price (subject to adjustment as expressly provided herein, the “Contract Price”). The Purchase Price together with the remaining payments as provided in Section 3.3, constitutes the “Contract Price” which represents an “all-in” figure for the complete transfer of the ProjectCo Interests and performance of the Work and achievement of Project Final Completion and is inclusive of all sales, use and other Taxes related to or incurred in connection with the Transactions, all overhead, general and administrative, project management and similar fees and costs, and all other costs and expenses incurred or to be incurred by Seller, including on behalf of ProjectCo from and after the Closing Date, and, prior to the Closing Date, ProjectCo, in the development and completion of the Work (subject to any Change Order, including the cost of designing, engineering, constructing, and commissioning the Seller IA Facilities). The Contract Price shall be paid when due by wire transfer of immediately available funds to the account specified in writing by Seller for such purpose or, if so requested in writing by Seller, by such alternative means of delivery of immediately available funds or other method of payment as is reasonably acceptable to Purchaser.
2Purchase Price. The aggregate consideration to be paid by Purchaser to Seller for the purchase of the Shares shall be an amount in cash equal to (a) $5,555,000,000 (the “Base Price”), plus (b) the Net Working Capital Overage (if any), minus (c) the Net Working Capital Underage (if any), plus (d) Cash as of immediately prior to the Closing, minus (e) Indebtedness as of immediately prior to the Closing (except that the Income Tax Amount shall be determined as of the end of the Closing Date), minus (f) Transaction Expenses unpaid as of immediately prior to the Closing (the amount calculated pursuant to this sentence, the “Purchase Price”).
2Purchase Price. The Purchase Price for the Stock shall be Three Million and No/100 U.S. Dollars ($3,000,000) plus two (2) percent of the Net Smelter Returns (as defined below) (the “NSR”) into perpetuity. Net Smelter Return is defined to mean the greater of (i) all monies Buyer (or any entity on behalf of Buyer) or any successor owners of the patented or unpatented mines listed in Exhibit B hereto receives for or from any and all ore removed from the Property from time to time; whether the ore is removed for exploration, mining operations or any other reason (the “Ore”), or (ii) the fair market value of removed Ore. Such two (2) percent of NSR shall be paid by Buyer (or Buyer’s successors or assigns) to Seller within 10 days of Buyer receiving money for all Ore taken from the Property, and in any case, within 120 days of Ore being taken off the Property whether Buyer has received remuneration for the Ore by such 120 days or not. The obligation to pay Seller the NSR shall be secured by a Mortgage and/or Security Agreement on the Mines pursuant to Section 2.7(B) below.
2Purchase Price. (a) As the purchase price for all of the Company Units (the “Purchase Price”), three million six hundred and forty three thousand six hundred and forty four (3,643,644) shares of Common Stock (as defined in Section 2.3(d) hereof) of the Buyer (the “Buyer Common Stock”), which will be issued to Sellers in the amounts set forth on Schedule 1.1 under the caption “Shares of Buyer Common Stock.” Up to seventy five percent (75%) of the shares of Buyer Common Stock are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Twenty five percent (25%) of the shares of Buyer Common Stock will be unrestricted, registered securities. Seller will file an S1 or S3 Registration Statement and keep the registration current until all Installments (see Section 1.5(e) below) have been paid to Sellers. In the event that a Seller individually elects to receive Buyer Common Stock in 2019, 100% of Buyer Common Stock issued to the Seller individually in 2019 will be restricted securities. The current Capitalization Table of Buyer is included as Schedule 1.2. A certain number of additional shares of Buyer Common Stock will be unrestricted, registered securities, in association with the conversion of Convertible Notes associated with Seller’s acquisition of Hiwaay Information Services, Inc. on 1 August, 2018. This shall not exceed two hundred and thirty seven thousand (237,500) shares of Buyer Common Stock.
(b) Certificates for the Buyer Common Stock, issued in the names of the Sellers, shall be delivered to the Seller at the Closing. Prior to the Closing Date, the Buyer shall make arrangements with the transfer agent for the Buyer’s Common Stock for the delivery of such stock certificates to the Buyer, for delivery to Sellers at the Closing. Shares of Buyer Common Stock intended to be registered shares will not be issued until they are registered unless (i) the individual Seller agrees to accept the shares as unregistered shares, and, (ii) the Buyer agrees that it will register those shares pursuant to Section 8 of this Agreement.
(c) The number of shares of the Buyer Common Stock to be issued in accordance with Section 1.2(b) hereof shall be adjusted so as to give the Seller the economic benefit of any stock dividends, reclassifications, recapitalizations, split-ups, exchanges of shares, or combinations or subdivisions of Common Stock (as defined in Section 2.3(d)...
2Purchase Price. In consideration of the Company’s performance of this Agreement and the sale of the Purchased Interest, B▇▇▇▇ agrees to pay to the Company the Purchase Price in immediately available funds. The Purchase Price shall be determined by Buyer, in its sole discretion, provided that the Purchase Price shall not be less than $100,000 or more than $500,000.
1 Solely by way of example, (a) if the Purchase Price is $100,000, then the Purchased Interest to be sold to Buyer shall be $100,000 / $920,000 = 10.9%, and (b) if the Purchase Price is $500,000, then the Purchased Interest to be sold to Buyer shall be $500,000 / $920,000 = 54.3%. Doc ID: 4f01e176a9d0f1e39e8eaac4f198ae88a1698b97
2Purchase Price. Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares, the Company shall pay to Sellers the Per Share Purchase Price multiplied by the number of Purchased Shares being sold by the Sellers (the “Purchase Price”), which Purchase Price shall be paid by Company to Sellers in cash by wire transfer of immediately available funds to an account that the Seller shall designate in writing.
2Purchase Price. In consideration of S▇▇▇▇▇’s performance of this Agreement and the sale of the Member Interest, B▇▇▇▇ agrees to pay to Seller the Purchase Price in cash. The Purchase Price will be made by wire transfer. The Purchase Price shall be determined by Buyer, in its sole discretion, provided that the Purchase Price shall not be less than $36,000,000 or more than $38,000,000.
1 Solely by way of example, (a) if the Purchase Price is $36,000,000, then the percentage of the total membership interest to be sold to Buyer shall be $36,000,000 / $40,000,000 = 90%, and (b) if the Purchase Price is $38,000,000, then the percentage of the total membership interest to be sold to Buyer shall be $38,000,000 / $40,000,000 = 95%. 112776\000003\4826-3263-4090v2
2Purchase Price. The Purchase Price shall be paid by wire transfer of immediately available funds, or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Closing Date.
2Purchase Price. The purchase price will be subject to the latest effective purchase order (refer to Article 3.2.2 for Party B’s cost).
2Purchase Price. The aggregate purchase price for the Units (the “Purchase Price”) shall be an amount equal to the Closing Equity Value as reflected on the Final Closing Statement.