Common use of Transaction Consideration Clause in Contracts

Transaction Consideration. The aggregate purchase price for the Purchased Shares shall be $23,430,060 (calculated as the product of the Baseline NBV and the NBV Multiple), subject to adjustment pursuant to Section 2.04(d), minus (i) the Reconciliation Amount, (ii) the Excess Transaction Costs, (iii) the Excess Termination Fees, and (iv) the Deferred Tax Recapture Amount (the “Transaction Consideration”). The Transaction Consideration shall be payable by Parent to the Transaction Shareholders as follows: (a) an aggregate cash payment in the amount of 90% of the Transaction Consideration minus (i) the Purchase Price Escrow Funds (which shall be deposited at the Closing into the Purchase Price Escrow Account pursuant to Section 2.05(a)), if the Estimated Closing NBV is equal to or exceeds the Baseline NBV, or (ii) subject to Section 2.04(a)(ii), the sum of (A) the Purchase Price Escrow Funds and (B) the product of the NBV Multiple multiplied by the NBV Estimate Deficit, if the Estimated Closing NBV is less than the Baseline NBV (the amount calculated in subsection (a)(i) or (a)(ii), the “Transaction Cash”); and (b) an aggregate number of shares of Parent Common Stock (which shall be deposited at the Closing into the Indemnity Escrow Account pursuant to Section 2.05(b)), to be determined as of the end of the second Business Day prior to the Closing Date, calculated as the quotient resulting from dividing an amount equal to 10% of the Transaction Consideration by the Average Closing Price (the “Transaction Shares”). The Transaction Consideration shall be paid to each of the Transaction Shareholders on a pro rata basis in accordance with their respective ownership percentages, as set forth on Schedule 5.03(b)(ii).

Transaction Consideration. The aggregate purchase price (a) At the Closing, subject to and upon the terms and conditions of this Agreement and the Exchange Agreements, in full payment for the Purchased Shares, Pubco shall deliver to the Sellers a mix of cash and Pubco Common Shares shall be $23,430,060 with a value equal to (calculated as the product of the Baseline NBV and the NBV Multiple), subject to adjustment pursuant to in accordance with Section 2.04(d)2.5, minus (i) the Reconciliation Amount, (ii) the Excess Transaction Costs, (iii) the Excess Termination Fees, and (iv) the Deferred Tax Recapture Amount (the “Transaction Consideration”). The Transaction Consideration shall be payable by Parent to the Transaction Shareholders as follows: (a) an aggregate cash payment in the amount of 90% of the Transaction Consideration minus (i) the Purchase Price Escrow Funds (which shall be deposited at the Closing into the Purchase Price Escrow Account pursuant to Section 2.05(a)), if the Estimated Closing NBV is equal to or exceeds the Baseline NBV, or (ii) subject to Section 2.04(a)(ii), the sum of (A) the Purchase Price Escrow Funds Book Value (as such amount is determined in accordance with Section 2.4 and (B) the product aggregate amount of out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to the Company or any of its Affiliates) incurred by the Company in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of the NBV Multiple transactions contemplated by this Agreement and which reduced the Book Value from what it would have been if such expenses had not been incurred (the “Company Transaction Expenses”), multiplied by the NBV Estimate Deficit, if the Estimated Closing NBV is less than the Baseline NBV (the amount calculated in subsection ii) one and twenty-two hundredths (a)(i) or (a)(ii1.22), multiplied by (iii) the “Shareholder Participation Ratio. For the avoidance of doubt, the Transaction Cash”); andConsideration shall be subject to adjustment pursuant to Section 2.5. (b) an aggregate number of shares of Parent Common Stock (which shall be deposited at the Closing into the Indemnity Escrow Account pursuant to Section 2.05(b)), to be determined as of the end of the second Business Day prior to the Closing Date, calculated as the quotient resulting from dividing an amount equal to 10% of the Transaction Consideration by the Average Closing Price (the “Transaction Shares”). The Transaction Consideration shall be paid to each the Sellers for the Purchased Shares as follows: (i) cash in aggregate amount equal to Eighty Million U.S. Dollars ($80,000,000) (the “Cash Consideration”) paid for a portion of the Transaction Shareholders Purchased Shares based on a pro rata basis value equal to two (2) times Book Value Per Share (the “Cash Consideration Per Share”). The Purchased Shares paid with the Cash Consideration shall equal the Cash Consideration allocated among the Sellers in accordance with their respective ownership percentagesAnnex I divided by the Cash Consideration Per Share (the “Cash Consideration Purchased Shares”); and (ii) Pubco Common Shares which in the aggregate have a value equal to the Transaction Consideration less the Cash Consideration (the “Equity Consideration”). The aggregate number of Pubco Common Shares issued (the “Exchange Shares”) shall equal the Equity Consideration divided by the Redemption Price, as set forth on Schedule 5.03(b)(ii)subject to the withholding of the Escrow Shares in accordance with Section 2.3. The Exchange Shares shall be allocated among the Sellers pro rata, with each Seller receiving a portion of the total Exchange Shares equal to (A) the number of Purchased Shares held by such Seller less any Cash Consideration Purchased Shares of such Seller, divided by (B) the total number of Purchased Shares of all Sellers less the total number of Cash Consideration Purchased Shares. The allocation of the Cash Consideration among the Sellers and the number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4, and subject to adjustment after the Closing under Section 2.5.