Common use of Purchase Price Closing Clause in Contracts

Purchase Price Closing. The purchase price per share of the shares of Common Stock purchased pursuant to this Article 3 shall be equal to the lesser of (a) $[____] (adjusted to reflect any Capital Transaction effected after the Closing Date and prior to the date of the Repurchase Notice) and (b) the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice). If such purchase price is determined pursuant to clause (b) of the preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (which request must be made within eight days of the date of the Repurchase Notice) and the date the relevant financial statements are available, provide the Employee with the same purchase price certificate as is referred to in Section 2.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 2.2(b) hereof. The calculations as set forth on such certificate shall be final and binding on the Company and the Employee for purposes of this Agreement. The closing of such purchase shall take place at the principal office of the Company 10 days following the date of the Repurchase Notice or, if a written request therefor was timely made, 10 days following the date of delivery of the aforesaid certificate, except that if the Company is prohibited from repurchasing any shares of Common Stock pursuant to this Article 3 by any contractual obligation of the Company or any of its Affiliates or by applicable law, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such shares (and the provisions of the last two sentences of Section 2.2(e) shall likewise apply to repurchases pursuant to this Article 3). At such closing, the Employee shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the shares of Common Stock being purchased by the Company, which shall constitute (and, at the closing, the Employee shall certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the FL & Co. Companies pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Employee, in full payment of the purchase price payable pursuant to this Section 3.3 for the shares of Common Stock purchased, a check payable to the order of the Employee, in the amount of the aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, from and after the date of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Common Stock which the Employee is required to sell to the Company pursuant to this Article 3 (including any rights pursuant to Section 2.3 or 2.4 hereof), except to receive the purchase price therefor.

Purchase Price Closing. The purchase price per share of the shares of Common Stock purchased pursuant to this Article Section 3 (the “Section 3.3 Called Shares”) shall be equal to the lesser of (ai) $[____] ninety percent (adjusted to reflect any Capital Transaction effected after 90%) of the Closing Date Award Holder’s Cost and prior to (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the Repurchase Noticelesser of (i) and (b) ii), the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice“Section 3.3 Call Price”). If such purchase price is determined pursuant to clause (b) of the preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (which request must be made within eight days of the date of the Repurchase Notice) and the date the relevant financial statements are available, provide the Employee with the same purchase price certificate as is referred to in Section 2.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 2.2(b) hereof. The calculations as set forth on such certificate shall be final and binding on the Company and the Employee for purposes of this Agreement. The closing of such a purchase pursuant to this Section 3.3 shall take place at the principal office of the Company 10 ten days following the date of the Repurchase Notice or(and if such tenth day is not a business day, if a written request therefor was timely made, 10 days following then the date of delivery of the aforesaid certificatefirst business day thereafter), except that if the Company is prohibited from repurchasing any shares of Common Stock pursuant to this Article 3 Section 3.3 Called Shares by any contractual obligation of the Company or any of its Affiliates Affiliates, by the terms of any capital stock or by applicable lawlaw (collectively, “Prohibitions”), the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such shares (and Section 3.3 Called Shares but no interest shall be paid to the provisions Award Holder on the Section 3.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the last two sentences of Section 2.2(e) 3.3 Called Shares not purchased, then the Company shall likewise apply purchase such portion on the first practicable date on which the Company is permitted to repurchases pursuant to this Article 3)do so. At such closing, the Employee Award Holder shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the shares of Common Stock being purchased by the CompanySection 3.3 Called Shares, which shall constitute (and, at the closing, the Employee Award Holder shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the FL & Co. Companies NMP Entities pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the EmployeeAward Holder, and the Company shall deliver to the EmployeeAward Holder, in full payment of the purchase price payable pursuant to this Section 3.3 Call Price payable for the shares of Common Stock purchasedeach Section 3.3 Called Share, a check payable to the order of the EmployeeAward Holder, in an amount equal to the amount of Section 3.3 Call Price multiplied by the aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, from and after the date number of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Common Stock which the Employee is required to sell to the Company pursuant to this Article 3 (including any rights pursuant to Section 2.3 or 2.4 hereof), except to receive the purchase price therefor.3.3

Purchase Price Closing. The purchase price per share of shall be Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00), plus the shares of Common Stock purchase price for the grain inventory or fuel inventory purchased pursuant to the provisions of Section 19. Buyer shall deposit Three Hundred Seventy Five Thousand Dollars ($375,000) as xxxxxxx money with First American Title Insurance Company, 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxxxx, within one (1) business day of execution of this Article 3 Agreement (the “Xxxxxxx Money”), which amount shall be equal refunded to Buyer upon any termination of this Agreement by Buyer hereunder, paid over to Seller upon any termination of this Agreement by Seller as a result of Buyer’s failure to cure its breach of this Agreement or the failure of a condition to closing the transactions contemplated hereby as a result of Buyer’s actions or inactions (other than the financing contingency described in Section 15 hereof), or credited to the lesser purchase price at the closing of this transaction (the “Closing”) by mail or in person at a location to be mutually agreed upon by the parties hereto on January 30th , 2013 (the “Closing Date”), unless the parties mutually agree to extend the Closing Date or the Closing Date is extended pursuant to the terms hereof. On the Closing Date: a) $[____] Seller shall cease operations of the Lakefield and Xxxxxx locations; allow Buyer to undertake a final inspection of the assets sold; confirm the existence and operating condition of all equipment sold (adjusted identified on the Schedule of Fixed Assets on the attach “EXHIBIT A” or in “REPLACEMENT EXHIBIT A” to reflect be attached to the Xxxx of Sale, as provided at the end of this Section 2; and, to undertake the measure of all inventory (fuel and grain) to be transferred pursuant to this agreement; b) Seller shall deliver to Buyer the duly-executed documents, instruments and considerations specified in this Agreement or as reasonably required to transfer the acquired assets to Buyer or otherwise effect the consummation of the transactions described herein, including but not limited to General Warranty Bills of Sale for the fixed assets and other personal property acquired hereby substantially in the form of the General Warranty Xxxx of Sale attached hereto and incorporated herein by reference as “EXHIBIT D” for the transfer of the Grain Bin; and c) Buyer shall deliver to Seller the purchase price for the acquired assets less the xxxxxxx money deposit by wire transfer or immediately available funds to a bank account specified by Seller, the assumption agreements related to DP corn grain contracts specified in Section 19 and the Grain Bin transfer and the Xxxxxx Xxxx of Sale, and such other duly-executed documents, instruments and considerations reasonably required to transfer the acquired assets to Buyer or otherwise effect the consummation of the transactions described herein. If there any Capital Transaction effected after changes in the items listed on the attached “EXHIBIT A” between the date of this Agreement and the Closing Date, then Seller and Buyer shall prepare (based on its inspection on the Closing Date) an Updated Schedule of Fixed Assets listing the fixed assets sold as of the Closing Date and prior shall be attached to the date of the Repurchase Notice) and (b) the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice). If such purchase price is determined pursuant to clause (b) of the preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (which request must be made within eight days of the date of the Repurchase Notice) and the date the relevant financial statements are available, provide the Employee with the same purchase price certificate this Agreement as is referred to in Section 2.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 2.2(b) hereof“REPLACEMENT EXHIBIT A”. The calculations as set forth on such certificate shall be final and binding on the Company and the Employee for purposes of this Agreement. The closing of such purchase shall take place at the principal office of the Company 10 days following the date of the Repurchase Notice or, if a written request therefor was timely made, 10 days following the date of delivery of the aforesaid certificate, except that if the Company is prohibited from repurchasing any shares of Common Stock pursuant to this Article 3 by any contractual obligation of the Company or any of its Affiliates or by applicable law, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such shares (and the provisions of the last two sentences of Section 2.2(e) shall likewise apply to repurchases pursuant to this Article 3). At such closing, the Employee shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the shares of Common Stock being purchased by the Company, which shall constitute (and, at the closing, the Employee shall certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the FL & Co. Companies pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Employee, in full payment $850,000 portion of the purchase price payable pursuant to this Section 3.3 allocated for the shares of Common Stock purchased, a check payable to the order fixed assets sold as of the Employee, in Closing Date shall be adjusted plus or minus the amount fair market value (as agreed to by Seller and Buyer) of the aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, any fixed assets listed on or missing from and after the date of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Common Stock “REPLACEMENT EXHIBIT A” which the Employee is required to sell to the Company pursuant to this Article 3 (including any rights pursuant to Section 2.3 represents additions or 2.4 hereof), except to receive the purchase price therefor.deletions from EXHIBIT A.

Purchase Price Closing. The purchase price per share of the shares of Common Stock purchased pursuant to this Article 3 Section 4 (the “Section 4.3 Called Shares”) shall be equal to the lesser of (ai) $[____] ninety percent (adjusted to reflect any Capital Transaction effected after 90%) of the Closing Date Employee’s Cost and prior to (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the Repurchase Noticelesser of (i) and (b) ii), the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice“Section 4.3 Call Price”). If such purchase price is determined pursuant to clause (b) of the preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (which request must be made within eight days of the date of the Repurchase Notice) and the date the relevant financial statements are available, provide the Employee with the same purchase price certificate as is referred to in Section 2.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 2.2(b) hereof. The calculations as set forth on such certificate shall be final and binding on the Company and the Employee for purposes of this Agreement. The closing of such a purchase pursuant to this Section 4.3 shall take place at the principal office of the Company 10 ten days following the date of the Repurchase Notice or(and if such tenth day is not a business day, if a written request therefor was timely made, 10 days following then the date of delivery of the aforesaid certificatefirst business day thereafter), except that if the Company is prohibited from repurchasing any shares of Common Stock pursuant to this Article 3 Section 4.3 Called Shares by any contractual obligation of the Company or any of its Affiliates or by applicable lawProhibitions, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such shares (and Section 4.3 Called Shares but no interest shall be paid to the provisions Employee on the Section 4.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the last two sentences of Section 2.2(e) 4.3 Called Shares not purchased, then the Company shall likewise apply purchase such portion on the first practicable date on which the Company is permitted to repurchases pursuant to this Article 3)do so. At such closing, the Employee shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the shares of Common Stock being purchased by the CompanySection 4.3 Called Shares, which shall constitute (and, at the closing, the Employee shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the FL & Co. Companies NMP Entities pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Employee, in full payment of the purchase price payable pursuant to this Section 3.3 for the shares of Common Stock purchased, a check payable to the order of the Employee, in the amount of the aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, from and after the date of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Common Stock which the Employee is required to sell to the Company pursuant to this Article 3 (including any rights pursuant to Section 2.3 or 2.4 hereof), except to receive the purchase price therefor.,

Purchase Price Closing. The purchase price per share of the shares of Class B Common Stock purchased pursuant to this Article 3 4 shall be equal to the lesser of (a) $[____] 357.84 (adjusted to reflect any Capital Transaction effected after the Closing Date and prior to the date of the Repurchase Notice) and (b) the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice). If such purchase price is determined pursuant to clause (b) of the preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (which request must be made within eight days of the date of the Repurchase Notice) and the date the relevant financial statements are available, provide the Employee with the same purchase price certificate and report of the Company's independent public accountants as is are referred to in Section 2.2(b3.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 2.2(b3.2(b) hereof. The calculations as set forth on such certificate shall be final and binding on the Company and the Employee for purposes of this Agreement. The closing of such purchase shall take place at the principal office of the Company 10 days following the date of the Repurchase Notice or, if a written request therefor was timely made, 10 days following the date of delivery of the aforesaid certificatecertificate and report, except that if the Company is prohibited from repurchasing any shares of Class B Common Stock pursuant to this Article 3 4 by any contractual obligation of the Company or any of its Affiliates or by applicable law, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such shares (and the provisions of the last two sentences of Section 2.2(e3.2(e) shall likewise apply to repurchases pursuant to this Article 34). At such closing, the Employee shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the shares of Class B Common Stock being purchased by the Company, which shall constitute (and, at the closing, the Employee shall certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the FL & Co. Companies pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Employee, in full payment of the purchase price payable pursuant to this Section 3.3 4.3 for the shares of Class B Common Stock purchased, a check payable to the order of the Employee, in the amount of the aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, from and after the date of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Class B Common Stock which the Employee is required to sell to the Company pursuant to this Article 3 4 (including any rights pursuant to Section 2.3 3.3 or 2.4 3.4 hereof), except to receive the purchase price therefor.