Common use of Closing Amount Clause in Contracts

Closing Amount. (a) The amount to be paid (subject to the terms and conditions of Sections 1.3 and 1.4 hereof), by Purchaser at the Closing (the “Closing Amount”) shall comprise the Initial Cash Payment as defined in Section 1.3(b) below, and the Initial Stock Payment, as defined in Section 1.3(c) below. (b) The Initial Cash Payment shall be a cash amount equal to: (i) An amount (the “Cash Portion”) notified by the Purchaser to the Sellers’ Representative in writing no later than 18:00 hours in Paris on the fourth Business Day before the Closing Date (which notice shall also state the number of shares of Purchaser Common Stock (as defined below)), provided that this amount shall be equal to or greater than forty million euros (€40,000,000), minus (ii) An amount equal to the amount by which the total consideration paid or accrued by the Company to acquire all of the equity interest in Musiwave Asia Limited pursuant to the Musiwave Asia Agreements, exceeds one million three hundred thousand euros (€1,300,000), minus (iii) An amount equal to the amount to be paid by the Company to ▇▇▇▇▇ ▇▇▇▇▇ before the Closing in connection with the consummation of the Transactions including any costs incurred by the Company in relation to the foregoing; plus (iv) An amount (the “Fractional Share Amount”) (rounded up to the nearest whole cent) equal to the product of (X) a fraction of a Purchaser share that Sellers would be entitled to receive pursuant to Section 1.3(c) below, multiplied by (Y) the Purchaser Shares Price as defined in Section 1.3(c) below. (c) For the avoidance of doubt, in the case where Purchaser shall have failed to notify the Sellers’ Representative of the amount of the Cash Portion in accordance with the provisions of paragraph (a) above, the Cash Portion shall be deemed to be forty million euros (€40,000,000). (d) The Initial Stock Payment shall be equal to an amount of (i) one hundred million euros (€100,000,000), (ii) minus the Cash Portion, (iii) minus five percent (5%) of the amount (if any) by which the Cash Portion exceeds forty million euros (€40,000,000). The Initial Stock Payment shall be paid in a number of shares of Purchaser’s common stock, par value USD 0.001 (the “Purchaser Common Stock”) equal to the Initial Stock Payment divided by the average of the closing price of Purchaser shares (the “Purchaser Shares Price”), as reported on the NASDAQ website, over a period of twenty (20) consecutive trading days, the last day included being the trading day five (5) trading days prior to the Closing Date, provided, however, that no fraction of a share of Purchaser Common Stock shall be paid, but in lieu thereof the Fractional Share Amount pursuant to Section 1.3(b) above; provided further however that a portion of the Initial Stock Payment (equal to the Holdback Amount) which is payable to the Selling Executives shall not be paid at Closing but shall be paid pursuant to Section 1.5. (e) Sellers’ Representative may notify Purchaser at the latest five (5) days before the Closing Date if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or any of the Selling Executives wishes to sell certain of the Shares he owns against a payment in cash only (the “Option”), in which case, as an exception to the provisions contained in this Article I, Purchaser shall pay those Shares (including the Earn-Out Amount) fully in cash provided that the other Shares held by such Selling Executive having exercised the Option will be sold against payment of an amount in cash and in Purchaser Common Stock in such a proportion so that the total amount in cash and in Purchaser Common Stock so received by the Selling Executive having exercised the Option for the purchase of all of his Shares be identical to the one he would have received should he not have exercised the Option.

Closing Amount. (a) The amount to be paid (subject to the terms and conditions of Sections 1.3 and 1.4 hereof), by Purchaser at the Closing (the “Closing Amount”) shall comprise the Initial Cash Minority Payment as defined in Section 1.3(b) below, below and the Initial Stock Payment, Majority Payment as defined in Section 1.3(c) below. (b) The Minority Payment shall be equal to: (i) the sum of: (1) One hundred million euros (€100,000,000); minus (2) An amount equal to the amount by which the total consideration paid or accrued by the Company to acquire all of the equity interest in Musiwave Asia Limited pursuant to the Musiwave Asia Agreements, exceeds one million three hundred thousand euros (€1,300,000); minus (3) An amount equal to the amount to be paid by the Company to ▇▇▇▇▇ ▇▇▇▇▇ before the Closing in connection with the consummation of the Transactions including any costs incurred by the Company in relation to the foregoing; (ii) Multiplied by a fraction the nominator of which shall be the number of Shares sold by the Sellers listed in Exhibit 1.3(b) (the “Minority Shareholders”) and the denominator of which shall be the number of all issued and outstanding Shares at the Closing (the “Minority Shareholding Fraction”); (iii) Provided, however, that a portion of the Minority Payment (equal to the Holdback Amount otherwise due to the Minority Selling Executives) shall not be paid at Closing but shall be paid pursuant to Section 1.5. (c) The Majority Payment shall be equal to the sum of the Initial Cash Payment as defined in Section 1.3(d) and the Initial Stock Payment as defined in Section 1.3(f). (d) The Initial Cash Payment shall be a cash amount equal to: (i) An amount (the “Cash Portion”) notified by the Purchaser to the Sellers’ Representative in writing no later than 18:00 hours in Paris on the fourth (4th) Business Day before the Closing Date (which notice shall also state the number of shares of Purchaser Common Stock (as defined below)), provided that this amount shall be equal to or greater than forty forty-three million seven hundred twenty-six thousand euros (€40,000,00043,726,000), ; minus (ii) The amount equal to one hundred million euros (€100,000,000) multiplied by the Minority Shareholding Fraction; minus (iii) An amount equal to (X) the amount by which the total consideration paid or accrued by the Company to acquire all of the equity interest in Musiwave Asia Limited pursuant to the Musiwave Asia Agreements, exceeds one million three hundred thousand euros (€1,300,000), ; (Y) multiplied by a fraction of which the nominator shall be the number of Shares sold by the Sellers listed in Exhibit 1.3(d) (the “Majority Shareholders”) and the denominator of which shall be the number of all issued and outstanding Shares at the Closing (the “Majority Shareholding Fraction”); minus (iiiiv) An amount equal to the The amount to be paid by the Company to ▇▇▇▇▇ ▇▇▇▇▇ before the Closing in connection with the consummation of the Transactions including any costs incurred by the Company in relation to the foregoing, multiplied by the Majority Shareholding Fraction; plus (ivv) An amount (the “Fractional Share Amount”) (rounded up to the nearest whole cent) equal to the product of (X) a fraction of a Purchaser share that Sellers the Majority Shareholders would be entitled to receive pursuant to Section 1.3(c1.3(f) below, multiplied by (Y) the Purchaser Shares Price as defined in Section 1.3(c1.3(f) below; minus (vi) The Discount Excess as defined in Section 1.3(f), if any. (ce) For the avoidance of doubt, in the case where Purchaser shall have failed to notify the Sellers’ Representative of the amount of the Cash Portion in accordance with the provisions of paragraph (ad) above, the Cash Portion shall be deemed to be forty forty-three million seven hundred twenty-six thousand euros (€40,000,00043,726,000). (df) The Initial Stock Payment shall be equal to an amount of (i) one hundred million euros (€100,000,000), (ii) minus the Cash Portion, (iii) minus five percent (5%) of the amount (if any) by which the Cash Portion exceeds forty-three million seven hundred twenty-six thousand euros (€43,726,000), and (iv) minus ninety-three thousand one hundred and fifty euros (€93,150) (the amount under (iv) being equal to two point five percent (2.5%) of the excess of forty-three million seven hundred twenty-six thousand euros (€43,726,000) over forty million euros (€40,000,000). ); provided, however, that if the sum of the amounts under (iii) and (iv) above is greater (the “Discount Excess”) than the excess of one hundred million euros (€100,000,000) over the Cash Portion, the Discount Excess shall be deducted from the Initial Cash Payment. (g) The Initial Stock Payment shall be paid in a number of shares of Purchaser’s common stock, par value USD 0.001 (the “Purchaser Common Stock”) equal to the Initial Stock Payment divided by the average of the closing price of Purchaser shares (the “Purchaser Shares Price”), as reported on the NASDAQ website, over a period of twenty (20) consecutive trading days, the last day included being the trading day five (5) trading days prior to the Closing Date, provided, however, that no fraction of a share of Purchaser Common Stock shall be paid, but in lieu thereof the Fractional Share Amount pursuant to Section 1.3(b1.3(d) above; provided further however provided, further, however, that a portion of the Initial Stock Payment (equal to the Holdback Amount) which is payable Amount otherwise due to the Majority Selling Executives Executives) shall not be paid at Closing but shall be paid pursuant to Section 1.5. The dollar/euro exchange rate to be used for the calculations in this Section 1.3(g) shall be the average dollar/euro exchange rate, as reported on the website of the European Central Bank (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇), over a period of twenty (20) consecutive trading days, the last day included being the trading day five (5) trading days prior to the Closing Date. (eh) Sellers’ Representative may notify Purchaser at the latest five (5) days Business Days before the Closing Date if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or any of the Majority Selling Executives wishes to sell certain of the Shares he owns against a payment in cash only (the “Option”), in which case, as an exception to the provisions contained in this Article ARTICLE I, Purchaser shall pay those Shares (including the Earn-Out Amount) fully in cash provided that the other Shares held by such Majority Selling Executive having exercised the Option will be sold against payment of an amount in cash and in Purchaser Common Stock in such a proportion so that the total amount in cash and in Purchaser Common Stock so received by the Majority Selling Executive having exercised the Option for the purchase of all of his Shares be identical to the one he would have received should he not have exercised the Option. (i) By way of illustration, and based on certain assumptions, Exhibit 1.3(i) sets forth examples of the calculation of the Closing Amount.