Purchase Price Amount. The aggregate purchase price payable by the Surviving Corporation upon exercise of the Purchase Option and the closing of a Post-Merger Acquisition (the “Purchase Price”) shall be an amount equal to (i) the fair market value of the Company as determined in accordance with this Agreement (“Fair Market Value”), plus (ii) a premium equal to fifteen percent (15%) of the Fair Market Value.
Purchase Price Amount. The purchase price will be determined in accordance with the appraisal procedures of Section 17.5.
Purchase Price Amount. Section 3.1 of the Purchase Agreement is hereby --------------------- amended by deleting the amount "Fifteen Million Eight Hundred Thousand Dollars ($15,800, 000) that appears therein and replacing it with the amount "Fifteen Million Three Hundred Twelve Thousand Five Hundred Dollars ($15,312,500.00)."
Purchase Price Amount. Supplier’s compensation for performance in accordance with the Contract Documents is the Purchase Price, which is comprised of the unit price for the Goods as set forth in Attachment “A”, plus Applicable Sales Taxes.
Purchase Price Amount. (i) Within the 60 day period prior to the Closing Date, HCSC will cause to be prepared and delivered concurrently to HCSC and UWS a balance sheet of the Third Coast Companies as of the date thereof (the "ESTIMATED CLOSING BALANCE SHEET"). The Estimated Closing Balance Sheet shall serve as the basis for determining the adjusted book value of the Third Coast Companies as of the date thereof (the "ESTIMATED ADJUSTED BOOK VALUE"), which shall be set forth on the Estimated Closing Balance Sheet (or an attachment thereto), along with a description of the calculation used to derive the Estimated Adjusted Book Value. The Estimated Closing Balance Sheet shall be prepared contemplating two alternative scenarios. The first scenario shall assume that the DOI WILL NOT PERMIT the Surplus Loans to be repaid by Third Coast Insurance prior to Closing. Under this scenario, on the day prior to the Closing Date the Surplus Loans shall be converted to equity and the Surplus Notes canceled for purposes of calculating the Estimated Adjusted Book Value. The alternative scenario shall assume that the DOI WILL PERMIT Third Coast to repay all or part of the Surplus Loans prior to Closing and that the Surplus Notes will be reduced by the amount of such repayment. Under this scenario, only the then-unpaid portion of the Surplus Loans will be converted to equity on the day prior to the Closing Date for purposes of calculating the Estimated Adjusted Book Value. The Purchase Price for the Purchased Shares, as such amount shall be finally adjusted in accordance with this Section 2.2 (a) ("PURCHASE PRICE") shall be 50% of the Estimated Adjusted Book Value as determined under one of the two scenarios, such choice depending on whether or not the DOI has permitted the repayment of the Surplus Notes. The Estimated Closing Balance Sheet shall be prepared in accordance with statutory accounting principles on a basis consistent with past practices ("SAP"). The fees and expenses attributable to preparation of the Estimated Closing Balance Sheet will be paid by HCSC.
Purchase Price Amount. 3.1.1 The aggregate consideration for the Sale Shares (the “Purchase Price”) shall be RUB 23,750,000,000 consisting of:
Purchase Price Amount. 3.2 Payments to the Sellers
Purchase Price Amount. As payment in full for all the Membership Interests and the Seller Contracts and subject to any other adjustments provided under this Agreement, FEI and Buyer hereby pay to Seller an aggregate purchase price equal to (a) Twenty One Million Two Hundred Thousand U.S. dollars ($21,200,000) (the "PURCHASE PRICE"), plus (b) the Additional Amount, and less (c) the Holdback Amount.
Purchase Price Amount. As payment in full for the Subject Shares, Buyer hereby agrees to pay to Seller at the Closing the purchase price (the “Purchase Price”) of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), payable in cash in the amount of Three Hundred Fifty Thousand Dollars ($350,000) (the “Closing Payment”) and by delivery to Seller of Buyer’s promissory note, substantially in the form attached as Exhibit C to this Agreement (the “Promissory Note”) in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000). The Purchase Price will be subject to adjustment after the Closing as provided in Sections 1.5 and 1.6. Buyer’s obligations under the Promissory Note shall be secured by the Subject Shares. In the event Buyer shall not be in default under the terms of the Promissory Note, (i) upon payment of the first installment of the Promissory Note, Seller shall release twenty-five percent (25%) of the Subject Shares as security and (ii) upon payment of the second installment of the Promissory Note, Seller shall release an additional twenty-five percent (25%) of the Subject Shares as security. Until the Buyer shall have fully performed its obligations under Promissory Note, including both principal and accrued interest, the Company, the Company Subsidiary and any of their other subsidiaries shall not, and Buyer shall not permit,
Purchase Price Amount. Buyer shall pay to Seller the amount of US$1,450,000.00 (the “Purchase Price”), adjusted as set forth in Section 2.3, as consideration for the sale for the Assets.
