Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows:
Calculation and Payment of Purchase Price. 3.1 Subject to the provisions of Section 3.2 below, the purchase price for the Purchased Shares (the "Purchase Price") shall be Two Million And Seven --------------- Hundred And Seventy-Three Thousand Eight Hundred And Eighty-Eight Dollars ($2,773,884).
Calculation and Payment of Purchase Price. 7 3.1 Calculation of Final Purchase Price...................................... 7 3.2 Determination of Estimated Purchase Price................................ 9 3.3
Calculation and Payment of Purchase Price. (a) On or prior to July 21, 2008, the Company shall cause to be prepared and delivered to Parent a reasonably detailed statement (the “Estimated Purchase Price Statement”) containing (i) a good-faith estimate of the Equity Value and the calculation thereof, including the amount of Borrowed-Money Debt and the Company Transactional Expenses (updated since the calculations used in Section 3.1(f) of the Company Disclosure Schedule), and (ii) the Company’s calculation of the Per Share Merger Consideration (based on the Company’s good-faith estimate of the Equity Value and the Fully Diluted Shares). Such calculations shall be based, in relevant part, on the letters referred to in Section 3.1(e). The Estimated Purchase Price Statement shall be based upon the books and records of the Company and its subsidiaries and other information then available and shall be accompanied by written acknowledgments executed by the executive employees listed in Section 3.2(a) of the Company Disclosure Schedule (the “Designated Executives”) of the amounts that the Company or the Surviving Corporation will be obligated to pay each of them in connection with such termination, as such amounts are set forth in Section 3.2(a) of the Company Disclosure Schedule (the “Specified Termination Payments”). Between the date of delivery of the Estimated Purchase Price Statement and the Closing Date, the Company shall (x) have a continuing obligation to update the Estimated Purchase Price Statement and the Final Purchase Price Statement as the Company shall determine to be necessary in light of changes in the relevant facts applicable thereto, (y) respond to reasonable inquiries by Parent as to the calculations in such statements and (z) in good faith and as promptly as practicable, incorporate any corrections thereto reasonably agreed to by Parent.
Calculation and Payment of Purchase Price. (a) At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer its good faith calculation of the Net Working Capital and Prorations as of the Closing Date (the “Estimated Net Working Capital”). The Estimated Net Working Capital and any required adjustments thereto will be paid in accordance with Section 2.4 below.
Calculation and Payment of Purchase Price. In consideration for the transfer by Seller and the Selling Affiliate to Purchaser or U.S. Purchaser, as the case may be, of the Purchased Assets and the Shares, Purchaser shall assume the Assumed Liabilities and pay to Seller and/or the Selling Affiliate (as directed by Seller):
Calculation and Payment of Purchase Price. The consideration to be paid by Purchaser to Seller for the Acquired Assets shall consist of:
Calculation and Payment of Purchase Price. The aggregate ---------------------------------------------- purchase price for the Purchased Assets (collectively, the "Purchase Price") shall be an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) payable as follows:
Calculation and Payment of Purchase Price. In consideration for the Seller's sale, transfer and assignment of the Assets to the Buyer, the Buyer shall (I) issue to the Seller, at the Closing, a number of shares of common stock of the Buyer representing *** of the Buyer's outstanding common stock, as determined on an as-converted, fully-diluted basis, which shall not be subject to dilution by any future issuances of equity securities (including convertible securities) or any other issuance or existing issuance by the Buyer or any rights, options or warrants to purchase equity securities of the Buyer and (IT) transfer to the Seller all right, title and interest in and to the manufacturing and tooling equipment used in the manufacturing of STEALTH Card in the event the Buyer files any petition seeking relief for the Buyer under any law for the relief of debtors (clauses (I) and (II) are hereinafter referred to as the Purchase Price). The shares of common stock of the Buyer to be issued to the Seller shall not be subject to dilution in connection with any future equity issuances by the Buyer (including issuances of convertible securities) or any options, rights or warrants to purchase equity securities of the Buyer. If, after the Closing, the Buyer issues any additional equity securities (including convertible securities) or any options, right of warrants to purchase equity securities, then the Buyer shall (y) notify the Seller, in writing, and (z) issue to the Seller an additional number of shares of common stock of the Buyer so that, at all times, the shares of common stock owned by the Seller represents *** of the Buyer's outstanding common stock, as determined on an as-converted, fully-diluted basis.
Calculation and Payment of Purchase Price. (a) At least three (3) business days prior to the Closing Date, Buyer and Seller shall jointly prepare the Pro-Forma Balance Sheet. To the extent that the Net Book Value of the Purchased Assets less the Net Book Value of the Assumed Liabilities as shown on the Pro-Forma Balance Sheet is greater than or less than $4,873,634, the Purchase Price shall be adjusted dollar-for-dollar (up or down) accordingly.
