Consideration for the Sale Shares. The consideration for the sale and purchase of the Sale Shares shall be the sum of HK$3,986,722,800 to be paid in cash, representing a value of HK$4.35 per Sale Share. As soon as practicable after the signing of the Sale and Purchase Agreement and in any event on or prior to 30 September 2021, Yupei International and the Offeror shall enter into a share charge agreement (the “Share Charge Agreement”), pursuant to which Yupei International shall, among other things, grant first ranking security over its right, title and interest in, to and under 214,968,276 Shares (the “Charged Assets”) in favour of the Offeror. On the second Business Day following the delivery by Yupei International of the relevant ancillary documents, the Offeror shall make payment in cash a sum of HK$623,408,000 (the “Deposit”) by wire transfer of immediately available funds to Yupei International as a deposit. The Deposit shall be paid, repaid, forfeited or retained as follows:
Consideration for the Sale Shares. The Buyer and the Sellers acknowledge that the Earn-Out Payments and the Dividend Payments constitute full consideration for the Sale Shares sold by the Sellers to the Buyer pursuant to the Agreement.
Consideration for the Sale Shares. The consideration for the Sale Shares is USD46,225,000 in cash, which was arrived at after arm’s length negotiations between the Company and the Seller and was determined after taking into account, among other things, (i) the future prospects of the smartphone industry; and (ii) the growth potential and future development of the Target Company’s “YOTAPHONE” brand. The Consideration is subject to adjustment as a result of any liability arising under any representation, warranty or undertaking given by the Seller under the Sale and Purchase Agreement. The Company shall deposit the Consideration before Completion to the Escrow Account pursuant to the Sale and Purchase Agreement and the Escrow Agreement. The portion of the Consideration in the amount of USD41,625,000 shall be released from the Escrow Account to the Seller upon Completion. The Company and the Seller shall instruct the Escrow Agent to release to the Company such amount as equal to any claim which the Company may have under the Sale and Purchase Agreement (if any) and shall instruct the Escrow Agent to release to the Seller the balance of the Retention Amount after deduction of such claim, together with interest accrued, in accordance with the Escrow Agreement on the first anniversary of the Completion Date. Conditions precedent Completion of the Sale and Purchase Agreement is conditional upon the following having been fulfilled or waived in accordance with the terms of the Sale and Purchase Agreement:
Consideration for the Sale Shares. The consideration for the Sale Shares in the aggregate amount of HK$198,854,195.83 ( equivalent to HK$0.251 per Sale Share for Vendor 1 and HK$0.50 per Sale Share for Vendor 2) was determined separately following arm’s length negotiations between the Purchaser and Vendor 1 and Vendor 2 respectively with reference to (i) the prevailing market price of the Shares; (ii) the respective investment costs of Vendor 1 and Vendor 2; and (iii) unaudited consolidated net asset value per Share of the Group of approximately HK$0.0388 as at 30 September 2011 (which is the unaudited consolidated net asset value of the Group as at 30 September 2011 of approximately HK$41,419,000 as disclosed in the interim report of the Company for the six month ended 30 September 2011 divided by the total number of issued Shares of 1,068,468,860) (the “Latest NAV per Share”). The purchase price of HK$0.251 per Sale Share under the S&P Agreement 1 represents:
Consideration for the Sale Shares. The purchase price for the Sale Shares is HK$8.50 per IMM Share, representing a total cash consideration of HK$4,545,800,000. The consideration was determined following arm’s length negotiations between TJCC and Joy Global, taking into account historical trading, financial and operating performance of IMM and its peers as well as the business prospects and development potential of IMM and the synergies it may bring to Joy Global. The consideration shall be paid by Bidco in cash to TJCC at Completion. Conditions precedent to the Share Purchase Agreement Bidco’s obligation to complete the purchase of the Sale Shares under the Share Purchase Agreement is conditional upon satisfaction or waiver by Bidco of the following conditions:
Consideration for the Sale Shares. 5.1 The consideration for the purchase of the Sale Shares (“Purchase Price”) shall be the sum stated in Column C of Schedule 3.
Consideration for the Sale Shares. 4.1 The consideration for the purchase of the Sale Shares (the “Consideration”) shall be satisfied by the issuance of 2,008,929 shares at the price of US$3.50 per share in the share capital of the Purchaser issued and alloted for the satisfaction of the Consideration (the “Consideration Shares”), free from all Encumbrances and together with all rights, dividends, entitlements and advantages now and hereafter attaching thereto.
Consideration for the Sale Shares. 4.1 The Consideration for the purchase of the Sale Shares shall be the aggregate sum of $5,200,000 (Dollars Five Million Two Hundred Thousand) for all the Sale Shares which shall be paid in accordance with Clause 4.2.
Consideration for the Sale Shares. 3.1 The consideration for the purchase of the Sale Shares shall be such amount as is determined in accordance with the terms of the Master Agreement (the “Consideration”).
Consideration for the Sale Shares
