Common use of Basic Purchase Consideration Clause in Contracts

Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holder thereof, the outstanding shares of capital stock, consisting of 149 shares, no par value, Class A Voting common stock and 14,660 shares, no par value, Class B Non-Voting common stock of the Company (collectively, the "Company Stock") shall be converted into the right to receive: (a) that number of shares of Centerprise common stock, par value $.01 per share (the "Centerprise Common Stock") shown on line T of Schedule 2.1; provided, however, that if the initial public offering price of the Centerprise Common Stock is below $11.90 per share, the number of shares of Centerprise Common Stock received at Closing shall be increased such that the value of the shares, using the initial public offering price, equals the amounts shown on line U of Schedule 2.1 (the "Stock Consideration") and (b) the amount of cash shown on line S of Schedule 2.1 (the "Cash Consideration"). The sum of the Cash Consideration and the Stock Consideration is herein referred to as "Basic Purchase Consideration."

Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holder thereof, the outstanding shares of capital stock, consisting of 149 shares, no par value, 10,150 shares of Class A Voting common stock stock, par value $1.00 per share and 14,660 shares, no par value, zero (0) shares of Class B Non-Voting common stock stock, par value $1.00 per share, of the Company (collectively, the "Company Stock") shall be converted into the right to receive: (a) that number of shares of Centerprise common stock, par value $.01 per share (the "Centerprise Common Stock") shown on line T of Schedule 2.1; provided, however, that if the initial public offering price of the Centerprise Common Stock is below $11.90 per share, the number of shares of Centerprise Common Stock received at Closing shall be increased such that the value of the shares, using the initial public offering price, equals the amounts shown on line U of Schedule 2.1 (the "Stock Consideration") and (b) the amount of cash shown on line S of Schedule 2.1 (the "Cash Consideration"). The sum of the Cash Consideration and the Stock Consideration is herein referred to as "Basic Purchase Consideration."