Closing Date Purchase Price. Closing of the sale, at which time the net proceeds will be forwarded to the seller, will not take place prior to 45 days after the offer to sell is posted to the QMS. The purchase price for each sale will be the bid price stated in the offer to purchase that is matched with the offer to sell.
Closing Date Purchase Price. Subject to Section 2.3, in consideration for the sale of the Transferred Shares, the aggregate purchase price payable by Purchaser to Sellers shall consist of (i) cash in an amount (the "Cash Consideration") equal to (A) eight billion five hundred million dollars ($8,500,000,000) plus the excess, if any, of three billion dollars ($3,000,000,000) over the Nominal Stock Consideration Amount, plus (B) the excess, if any, of the Estimated Total Equity over the Reference Equity, minus (C) the excess, if any, of the Reference Equity over the Estimated Total Equity, plus (D) the Excess Reference Equity, if any, minus (E) the Shortfall Reference Equity, if any, minus (F) the Estimated Net RBC Deficit calculated pursuant to Section 6.18(a), and (ii) such number of validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share of Purchaser (together with the associated Rights (as defined in the Purchaser Rights Agreement), the "Purchaser Common Stock") determined by dividing the Nominal Stock Consideration Amount by the Applicable Stock Price; provided, however, that in lieu of part of the foregoing shares of Purchaser Common Stock, Parent shall have the right to require Purchaser to deliver shares of a new series of non-voting, convertible participating preferred stock, par value $.01 per share, of Purchaser (the "Purchaser Convertible Preferred Stock") having substantially the terms set forth in Exhibit H attached hereto and initially being convertible into the number of shares of Purchaser Common Stock in respect of which the Purchaser Convertible Preferred Stock is to be issued (the "Stock Consideration," and together with the Cash Consideration, the "Closing Date Purchase Price"); provided, however, that in no event shall the Stock Consideration exceed 9.4% of Purchaser's issued and outstanding capital stock; provided, further, that Parent shall only be entitled to request that shares of Purchaser Convertible Preferred Stock be issued in lieu of Purchaser Common Stock to the extent that the Stock Consideration, when taken together with the Existing Shares, exceeds 4.9% of Purchaser's issued and outstanding capital stock.
Closing Date Purchase Price. The Closing Date Purchase Price shall be payable in cash at the Closing by wire transfer of immediately available funds, as follows:
Closing Date Purchase Price. (a) Four (4) Business Days prior to the Closing, Seller shall deliver to Purchaser the Estimated Working Capital Statement for the Company and the Convenience Store (the “Estimated Working Capital Statement”). The Estimated Working Capital Statement shall be prepared by Seller using the same types of management judgments, estimates, forecasts, policies, opinions and allocations (including reserve calculations) that have historically been used in the preparation of the Company’s and Convenience Store’s financial statements. The amount of Working Capital of the Company and the Convenience Store set forth in its Estimated Working Capital Statement shall hereinafter be referred to as the “Estimated Working Capital.” Purchaser (and its independent accountants) shall be afforded the opportunity to review the Estimated Working Capital Statement.
Closing Date Purchase Price. Section 2.5 Post-Closing Adjustment Procedures to the Closing Date Purchase Price Section 2.6 Post-Closing Adjustment to the Closing Date Purchase Price
Closing Date Purchase Price. Two days prior to the Closing Date, Seller shall deliver to Purchaser the Estimated Working Capital Statement for the MGM Acquired Entities (the “Estimated Working Capital Statement”). The Estimated Working Capital Statement shall be prepared by Seller using the same types of management judgments, estimates, forecasts, policies, opinions and allocations, including reserve calculations, that were used for the Target Working Capital calculation in Schedule IA. The amount of Working Capital of the MGM Acquired Entities set forth on the Estimated Working Capital Statement shall hereinafter be referred to as the “Adjusted Working Capital.” Purchaser (and its independent accountants) shall be afforded the opportunity to review and participate in the preparation of the Estimated Working Capital Statement. The “Closing Date Purchase Price” shall be equal to $215,000,000 (the “Base Price”), adjusted as follows: (i) if the Adjusted Working Capital is greater than the Target Working Capital, then the Closing Date Purchase Price shall be increased by the amount of such excess; or (ii) if the Adjusted Working Capital is less than the Target Working Capital, then the Closing Date Purchase Price shall be decreased by the amount of such deficiency. The Seller and Purchaser agree that $197,000,000 of the Base Price shall be allocated to GNLV and $18,000,000 of the Base Price shall be allocated to GNL and that any adjustments to the Base Price resulting from the calculation of the Closing Date Purchase Price and the Final Purchase Price shall be allocated to GNLV and GNL in the same proportion.
Closing Date Purchase Price. The closing of the purchase and sale of the Subject Property (“Closing”) shall occur on July 10, 2007 (the “Closing Date”) unless this Agreement is earlier terminated as provided herein, subject to extension as provided in Section 7(a) below, and subject to Purchaser’s right (which is hereby granted to Purchaser) to accelerate the Closing Date upon five (5) business days prior written notice. Purchaser shall pay to Seller, as consideration for the purchase of the Subject Property, the sum (“Purchase Price”) of NINE MILLION ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($9,100,000.00) as the same may be adjusted as provided below. The Purchase Price shall be payable as follows:
Closing Date Purchase Price. Buyer shall have delivered the Closing Date Purchase Price in accordance with the terms of Section 2.2.
Closing Date Purchase Price. Closing of the sale, at which time the net proceeds will be forwarded to the seller, shall not take place prior to 45 days after the offer to sell is posted to the TS. The purchase price for each sale shall be the bid price stated in the offer to purchase that is matched with the offer to sell.
Closing Date Purchase Price. At the Closing, Purchaser shall pay Seller $3,000,000 minus customer deposits listed on Schedule 3(a) and plus or minus the “Working Capital Adjustment Amount” (as such term is defined below), all as such items are set forth on the Closing Statement delivered by Seller to Purchaser and accepted by Purchaser, as described below (the “Closing Date Purchase Price”). In this regard, the “Working Capital Adjustment Amount” shall be the dollar amount, if any, by which Seller’s cash plus accounts receivable less trade and accounts payable and less accrued but unpaid employee wages as of the Closing Date, excluding any obligations relating to PTO (which obligations are being assumed pursuant to Section 8 below) wages relating to services that have not been invoiced (the “Closing Date Working Capital”) is less than or more than $622,838. At least three business days before the Closing Date, Seller will deliver to Purchaser a schedule setting forth the cash, accounts receivable, trade and accounts payable and accrued but unpaid employee wages (excluding wages relating to services that have not been invoiced) of Seller as of the Closing Date, and the estimated Working Capital Adjustment Amount (“Estimated Working Capital Adjustment”) as of the Closing Date (such schedule, the “Closing Statement”), which Closing Statement shall be reviewed and subject to Purchaser’s acceptance. If the Estimated Working Capital Adjustment Amount is a positive number, the Closing Date Purchase Price shall be increased by the amount of the Estimated Working Capital Adjustment Amount and paid to Seller at Closing. If the Estimated Working Capital Adjustment Amount is a negative number, the Purchase Price shall be reduced by the amount of the Estimated Working Capital Adjustment Amount and shall reduce the amount of the Closing Date Purchase Price. Within 60 days after the Closing Date, Purchaser shall calculate the actual Working Capital Adjustment Amount as of the Closing Date and provide a written reconciliation (together with supporting detail) (the “Reconciliation”) of the difference, if any, between the Estimated Working Capital Adjustment Amount contained in the Closing Statement and the Working Capital Adjustment Amount as of the Closing Date (the “Actual Working Capital Adjustment Amount”). Seller shall thereupon have ten days in which to review the Reconciliation and accept or dispute the same in writing. If the Reconciliation is accepted, then either (1) Purchaser shall promptly...
