Consideration; Escrow Sample Clauses

Consideration; Escrow. The Parties acknowledge and agree that the consideration for the Acquired Assets (the "Consideration") shall consist of: (i) the Consideration Shares (as defined below); (ii) the satisfaction (or in the case of the Bank Debt, at the Buyer's sole discretion and subject to the consent of the Lender, the assumption) by the Buyer at Closing of not more than $1.0 million of the Total Debt; (iii) the retention by the Company of the Cash Retained for Debt Obligations; provided, however, that if the Cash Retained for Debt Obligations is less than $500,000, the Buyer shall pay the Seller at Closing, as part of the Consideration, an amount equal to the difference between the amount of the Cash Retained for Debt Obligations and $500,000; and (iv) the assumption by the Buyer of any other Assumed Liabilities explicitly identified herein. In no case shall the aggregate value of the Consideration described in (i), (ii), and (iii) above exceed $5.5 million. The Seller may pay down a portion of the Total Debt prior to the Closing as a result of the proposed restructuring of its lease of space at that location (collectively, the "Real Estate Refinancing") The "Consideration Shares" shall be defined as that number of shares of Spectra Common Stock which is equal to $4.0 million, divided by the initial per share price at which the shares of Spectra Common Stock are purchased by institutional investors from the underwriters in the proposed Initial Public Offering of the Buyer (the "IPO Price"). Twenty-five percent (25%) of the total number of the Consideration Shares shall be placed in escrow and held for a period of twelve (12) months after the Closing Date in connection with the Seller's indemnification obligations set forth in (S)8 of this Agreement, in accordance with an escrow agreement in a form which is mutually agreeable to each of the parties, to be attached hereto at the Closing as Exhibit A (the "Escrow Agreement").