PURCHASE OF THE STOCK BY BUYER/PURCHASE PRICE Sample Clauses

PURCHASE OF THE STOCK BY BUYER/PURCHASE PRICE. Subject to the terms and conditions of this Agreement, the aggregate purchase price for the Stock is Four Hundred Ninety Million Dollars ($490,000,000) plus the value of the CVRs and the Appreciation Rights (the “Purchase Price”), as may be adjusted pursuant to this Section 1.3 or Sections 1.4 or 1.10 or 1.11. The Purchase Price shall be paid as follows, subject to any payments required by Section 1.4:
Sample 1
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PURCHASE OF THE STOCK BY BUYER/PURCHASE PRICE. (a) Subject to the terms and conditions of this Agreement, Buyer agrees to acquire the Stock from Sellers and to (i) pay (x) $97,300,000 in cash plus (y) an amount equal to all bank cash balances held by any Company or Company Subsidiary as at the Closing, in cash (collectively, the "CASH") and (ii) issue to Sellers a number of shares of Common Stock ("Shares") equal to the quotient obtained by dividing (i) $32,300,000 by (ii) the average closing price of the Common Stock on the New York Stock Exchange during the five trading days ended two days prior to the Closing.
Sample 1
PURCHASE OF THE STOCK BY BUYER/PURCHASE PRICE. Subject to the terms and conditions of this Agreement, Buyer agrees to acquire the Stock from Sellers and: (i) to pay an aggregate of $28,254,000 in cash (the "Cash Purchase Price") to Sellers at the Closing in funds immediately available in the individual amounts set forth on Schedule 1.3(a) attached hereto; (ii) to pay an aggregate of $100,000 in cash to Sellers at Closing in funds immediately available in the individual amounts set forth in Schedule 1.3(a)(1) attached hereto in consideration for the covenants of Sellers in Section 5.1; (iii) to transfer an aggregate of $2,500,000 in cash to the Escrow Agent under the Escrow Agreement; (iv) to issue and deliver to Sellers, as additional purchase price, in the individual amounts set
Sample 1
PURCHASE OF THE STOCK BY BUYER/PURCHASE PRICE. (a) Subject to the terms and conditions of this Agreement, Buyer agrees to acquire the Stock from the Predecessor Companies and Buyer agrees to pay an aggregate amount equal to (i) (Y) 10.718 billion constituting the target net asset value of Company (the "TARGET NET ASSET VALUE" plus (ii) (Y)10.08 billion constituting the premium over such target net asset value (the "Premium") less (iii) the amount of the Company's Unfunded Pension Liabilities as determined in accordance with Schedule 4.4(b) (the sum of the Target Net Asset Value and the CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. Premium less the Unfunded Pension Liabilities being the "Purchase Price"). At the Closing, the Buyer shall pay to the Seller an amount (the "Initial Purchase Price") in cash equal to the Purchase Price amount less **** (the "Deferred Purchase Price"). The Initial Purchase Price shall be paid by wire transfer of immediately available funds to an account designated by Seller prior to the Closing. The paid up capital of the Company of (Y)10 million (less all liabilities incurred by Company prior to the Bunkatsu Date) shall be deducted from the Company's net asset value in determining the Initial Purchase Price.
Sample 1
PURCHASE OF THE STOCK BY BUYER/PURCHASE PRICE. Subject to the terms and conditions of this Agreement, the aggregate purchase price for the Stock is up to Seventy Million Dollars ($70,000,000.00) plus the Extension Payment, if any (collectively, the “Purchase Price”). The Purchase Price shall be paid as follows:
Sample 1

Related to PURCHASE OF THE STOCK BY BUYER/PURCHASE PRICE

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

  • Sale, Purchase, Delivery and Payment for the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Option Purchase Price Subject to Section 6.3(a)(iii) below, if ---- --------------------- the Management Investor shall be terminated by the Company with or without Cause or shall cease to be employed by the Company by reason of retirement or resignation, the "Option Purchase Price" for the Common Stock to be purchased from such Management Investor pursuant to the Purchase Option (such number of shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Original Management Investors ----------------------------- If the Termination Occurs: Option Purchase Price -------------------------- --------------------- On or prior to July 29, 1995 Adjusted Cost Price multiplied by the Purchase Number After July 29, 1995 and on or Adjusted Cost Price multiplied by 80% of prior to July 29, 1996 the Purchase Number After July 29, 1996 and on or Adjusted Cost Price multiplied by 60% of prior to July 29, 1997 the Purchase Number After July 29, 1997 and on or Adjusted Cost Price multiplied by 40% of prior to July 29, 1998 the Purchase Number After July 29, 1998 and on or Adjusted Cost Price multiplied by 20% of prior to July 29, 1999 the Purchase Number New Management Investors ------------------------ If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of the Adjusted Cost Price multiplied by the Closing Date Purchase Number After the first anniversary of the Closing Date, Adjusted Cost Price multiplied by 66 2/3% and on or prior to the second anniversary of the of the Purchase Number Closing Date After the second anniversary of the Closing Date, Adjusted Cost Price multiplied by 33 1/3% and on or prior to the third anniversary of the of the Purchase Number Closing Date As used herein, "Closing Date" for each New Management Investor means the date specified opposite such person's respective name on Schedule II hereto. Notwithstanding anything to the contrary contained herein, in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor the aggregate amount of the outstanding principal and accrued but unpaid interest due on any Promissory Note of such Management Investor to the Company. As used herein, "Adjusted Cost Price" for each share of Common Stock means the original purchase price per share for the Management Investor's Common Stock as set forth in Section 1.1 (including any shares of Common Stock which have been converted into other shares of capital stock of the Company, and adjusted for any stock dividend payable upon, or subdivision or combination of, the Common Stock);

  • Subscription and Purchase Price (a) The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

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