PURCHASE PRICE OF THE STOCK. 1.2.1 At the Closing, DAH shall make federal funds and wire transfers to each of the Shareholders, to accounts designated by the Shareholders on Exhibit 1.2.1 hereto the aggregate sum of $24 million;
PURCHASE PRICE OF THE STOCK. 1.2.1 On the Closing Date, DAH shall make a wire transfer in same-day funds to the entity agreed upon by the parties as the paying agent for the Shareholders (the "Paying Agent"), for the account of the Shareholders and to such account as the Paying Agent specifies, in a sum equal to the product of multiplying (a) the percentage representing the pro rata number of shares being sold by the Shareholders to DAH on such date by (b) $79 million, but subject to the adjustments set forth in Section 1.2.3. 1.2.2 On the Closing Date, DAH shall make a wire transfer in same-day funds to the entity agreed upon by the parties as the escrow agent (the "Escrow Agent"), to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement executed among such Escrow Agent and the parties thereto (the "Escrow Agreement"), in a sum equal to the product of multiplying (a) the percentage representing the pro rata number of shares being sold by the Shareholders to DAH on such date by (b) $4 million. 1.2.3 In determining the amount pursuant to Section 1.2.1 and subject to the pro rata adjustment provided for in Section 1.2.1 in the event that DAH purchases less than 100% of the Stock, the purchase price shall be (i) increased by the amount of cash held by Avtech in the accounts listed on Schedule 2.2.12 (the "Cash") to the extent that such amount exceeds $650,000 (the "Minimum Amount") or decreased if the amount is less than the Minimum Amount by the difference between the Cash and the Minimum Amount at Closing. (i) to the extent there are any unpaid Shareholder Closing Expenses on the Closing Date, such expenses shall be paid by the Paying Agent; to the extent that there are Shareholder Closing Expenses which have been advanced by Avtech, the aggregate amount of such expenses shall be reimbursed to Avtech by the Paying Agent on the Closing Date. The sum of the amounts described in this clause (i) shall be deducted from the amount distributed by the Paying Agent to the Shareholders. 1
PURCHASE PRICE OF THE STOCK. Subject to all of the terms and conditions of this Agreement, Sellers shall sell the Stock to Buyer or its Nominee at the Closing (as defined in Section 1.02 below) and Buyer or its Nominee, in reliance on the covenants, representations and warranties of Sellers contained herein, shall purchase or cause to purchase the Stock from Sellers at the Closing for a purchase price (the "Purchase Price") equal to CDN $6,000,000. The Purchase Price shall be paid by Buyer or its Nominee to Seller at the Closing, in immediately available funds, or by certified or official bank checks payable to the order of Sellers in accordance with the amounts set forth on Schedule I. Buyer or its Nominee may, in its sole discretion, offer to satisfy up to CDN $2,000,000 of the Purchase Price through the issuance of common shares of the Buyer. Each Seller shall have the right in his, her or its discretion to accept or reject any such offer. In any such case, Buyer and any Sellers who agree to take Buyer's shares in payment of some or all of their share of the Purchase Price shall negotiate the number of Buyer's common shares to be issued and the value to be ascribed thereto. In connection therewith, the parties shall make such representations customary for a purchase of shares and acceptable to such Sellers acting reasonably, and shall assume such undertakings as to allow Buyer's shares to be issued without registration or qualification under the laws of the United States, Canada and any political subdivision thereof. Each of the Sellers shall deliver to Buyer at the Closing certificates for the Stock duly endorsed or with duly executed stock powers attached. Notwithstanding that Buyer may appoint a Nominee hereunder to acquire the Stock, the Buyer shall be liable for all of its obligations and those of its Nominee, as principal and not as surety, which arise under this Agreement.
PURCHASE PRICE OF THE STOCK. The purchase price for the Stock --------------------------- shall be the average of the closing prices for the Common Stock for NASDAQ National Market Issues as reported in The Wall Street Journal for the five trading days immediately preceding the execution of this Agreement ("Average Price") multiplied by total number of shares of the Stock (the "Purchase Price"). No later than five (5) Business Days prior to the Closing Date, the Buyer and Seller will agree upon the Average Price and the Purchase Price and two (2) Business Days prior to the Closing Date Seller will notify Buyer of the exact number of shares of Seller Stock outstanding and the Parties will agree on the exact number of shares of Stock to be purchased.
