Schedule of Closings. Purchaser shall purchase at the Fair Market Value per share (a) that number of shares equal to ***** upon satisfaction of the *****; (b) that number of shares ***** upon satisfaction of *****; and (c) that number of shares equal to *****. For the purposes of this Agreement, “Fair Market Value” means 125% of the average closing stock price over the period of time *****. The Company and Purchaser acknowledge and agree that at no time shall Purchaser’s equity interest in the Company equal five percent (5%) or greater of the outstanding shares of the Company’s Common Stock. If, at the time of a Closing, the requirement to purchase Shares at such Closing, in accordance with the milestones set forth above would result in Purchaser owning an equity interest equal to 5% or greater of the outstanding shares of the Company’s Common Stock at such time, Purchaser’s obligation to purchase such Shares as such Closing shall be limited to that amount of Common Stock that would result in the cumulative purchase of an equity interest of 4.99% of outstanding shares of the Company’s Common Stock, and Purchaser shall have no further obligation to purchase additional stock at a later date or of any other form of payment to the Company with respect to that particular milestone.
Schedule of Closings. The parties acknowledge that the sale and purchase of the Lifted Inventory described in Section 1(a) above must be consummated in a manner that does not disrupt Product deliveries to Midas Shops. Accordingly, the parties agree that such sale and purchase transaction shall occur pursuant to separate "phased" closings (each, a "Closing" and, collectively, the "Closings"). The timeline for the Closings shall be developed by mutual agreement of the parties, with the last Closing occurring no later than November 30, 2003. Each Closing corresponds to the shutdown by Midas of one or more of its existing distribution centers (each, a "Midas DC"), and the Parts Warehouse, Inc. ("PWI") locations serviced by such shutdown Midas DC, and, in turn, the transition of the shutdown Midas DC's (and the corresponding shutdown PWI locations') distribution business to one or more AutoZone distribution centers (each, an "AutoZone DC").
