Common use of Closing Amount Clause in Contracts

Closing Amount. (a) The aggregate consideration to be delivered by Purchaser at the Initial Closing and Subsequent Closing (the "Closing Amount") shall comprise the Contribution Amount, as defined in Section 1.3(b) below, and the Cash Payment, as defined in Section 1.3(c) below. (b) Purchaser shall issue (the "Per Share Amount") fifteen Purchaser Shares and five convertible subordinated debentures with the terms set forth in Exhibit 2.1(b)(xiii) (the "Convertible Subordinated Debentures") in exchange for each of the Initial Shares other than (i) the Sold Shares (as defined in Section 1.3(c) below) and (ii) the Reserved Shares (as defined in Section 1.5(a) below) (the "Contributed Shares"). The Per Share Amount multiplied by all of the Contributed Shares is referred to as the "Contribution Amount." The Contribution Amount shall be allocated amongst the Initial Sellers as set forth in the Closing Schedule. (c) Purchaser shall purchase from the Initial Sellers as set forth in the Closing Schedule (the "Selling Initial Sellers") the Initial Shares as set forth in the Closing Schedule (the "Sold Shares") for a cash amount ("the Cash Payment") equal to the product of U.S.$183.00 multiplied by the number of the Sold Shares. The Cash Payment shall be allocated amongst the Selling Initial Sellers as set forth in the Closing Schedule, provided that the Cash Payment shall not exceed five million U.S. dollars (U.S.$5,000,000).