Team Enterprises Sample Clauses

Team Enterprises. Subject to the terms of this Agreement, as full consideration for the sale, assignment, transfer and delivery of the Team Enterprises Purchased Assets and the execution and delivery of this Agreement and the transactions contemplated hereby, Fresno Sub shall deliver to Team Enterprises at the Closing (collectively the “Team Enterprises Purchase Price”): (i) fully paid and nonassessable shares of Parent Common Stock (collectively, the “Team Enterprises Shares”) in an amount equal to Three Million Sixty-Seven Thousand Dollars ($3,067,000) divided by the Per Share Price as determined in accordance with Section 2.2(a)(iii); and (ii) Two-Hundred Thousand Dollars ($200,000) (the “Team Enterprises Cash Amount”), payable by wire transfer of immediately available funds. The Team Enterprises Cash Amount is subject to adjustment in accordance with Section 2.3. (iii) The Price Per Share shall be calculated as follows: (A) If the Average Parent Stock Price (as defined below in Section 2.7(a)(iii)(C)) is equal to or more than $3.50 (the “Upper Limit”), then the Price Per Share shall be $3.50 per share. (B) If the Average Parent Stock Price is less than the Upper Limit then the Price Per Share shall be the Average Parent Stock Price. (C) For purposes of this Agreement, “Average Parent Stock Price” means an amount equal to the average of the daily closing sale prices for the Parent Common Stock for each of the five (5) consecutive trading days ending with and including the second (2nd) complete trading day prior to the Closing (as adjusted for any reclassification, recapitalization, subdivision, split-up, combination, exchange of shares or readjustment of, or a stock dividend on, the Parent Common Stock as provided in Section 2.2(a)(iv).