Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Buyer and any Buyer Designee to the Sellers at the Closing for the Purchased Securities shall be an amount (the “Adjusted Purchase Price”) in cash (subject to adjustment pursuant to Section 2.2(f)), equal to:
Purchase Price Payable at Closing. The aggregate purchase price (the ------------------------------------ "Purchase Price") for the Licenses shall be (i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000.00) minus (ii) the aggregate amounts paid by Buyer to Seller for the term of the Wholesale Agreement as the Fixed Fee on Schedule A to the Wholesale Agreement. At the Closing, in exchange for the Licenses, Buyer shall pay and deliver the Purchase Price to Seller by wire transfer of immediately available funds to an account designated by Seller.
Purchase Price Payable at Closing. Upon the terms and subject to the conditions set forth in this Agreement, the aggregate consideration payable by Buyer to the Sellers at the Closing for the Company Units and the Blocker Equity shall be an amount in cash, equal to the Estimated Adjusted Purchase Price. The Estimated Adjusted Purchase Price shall be allocated among the Sellers in accordance with the methodology described on Annex 1 hereto (the “Distribution Methodology”).
Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Buyer to Xxxxxx at the Closing for the Purchased Assets, the obligations of the Sellers under Section 5, and the other rights of Buyer hereunder shall be an amount (the “Adjusted Purchase Price”) in cash (subject to adjustment pursuant to Section 2.3(d)), equal to: (i) the Purchase Price; plus (ii) the Estimated Working Capital Surplus, if any; minus (iii) the Estimated Working Capital Deficiency, if any; plus (iv) the Estimated Closing Cash; minus (v) the Estimated Closing Indebtedness; minus (vi) the Estimated Seller Transaction Expenses; minus (vii) the Xxxxxx Facility Value. (b) Initial Closing Statement. Prior to the Closing Date, the Sellers shall deliver to Buyer a statement setting forth in each case as of the Adjustment Time: (i) the estimated Working Capital (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule), and any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (ii) the estimated Closing Indebtedness (the “Estimated Closing Indebtedness”), together with a description and the amount of each element thereof; 17 (iii) the estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (iv) the estimated aggregate Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof; and (v) the Sellers’ calculation of the Adjusted Purchase Price (such statement, the “Initial Closing Statement”). (c) The Initial Closing Statement, when delivered to Buyer, shall be deemed the definitive calculation of the Adjusted Purchase Price payable at Closing, and shall be used for purposes of determining amounts payable pursuant to Section 2.4(b). The Initial Closing Statement shall include support demonstrating the validity of the calculation of the Adjusted Purchase Price and shall be prepared in good faith. Buyer shall have an opportunity to review and comment on the Initial Closing Statement before it is definitively delivered to Buyer pursuant to this Section 2.3(c). Attached hereto as Annex 2 is a form of the Initial Closing Statement, which form provides an illustration of the matters and calculations to be set forth on the Initial Closing Statement. (d)
Purchase Price Payable at Closing. The aggregate purchase price (the "Purchase Price") for the Licenses shall be One Hundred Forty Million Dollars ($140,000,000.00). At the Closing, in exchange for the Licenses, Buyer shall pay and deliver to Sellers by wire transfer of immediately available funds to an account designated by Leap, an amount equal to the difference of (i) the Purchase Price less (ii) the amount of any payment to be made by Buyer directly to Century Personal Access Network, Inc., a Delaware corporation and wholly-owned subsidiary of Centurytel, Inc. ("CPAN"), pursuant to Section 2.3 below. The Purchase Price shall be allocated between the Licenses as provided in Schedule 2.2.
Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable by Buyer to Spence at the Closing for the Purchased Xxxxxx, the obligations of the Sellers under Section 5, and the other rights of Buyer hereunder shall be an amount (the “Adjusted Purchase Price”) in cash (subject to adjustment pursuant to Section 2.3(d)), equal to:
Purchase Price Payable at Closing. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration payable to the Sellers (subject to reduction of cash amounts payable to the Founder Sellers by the Aggregate Founder-Backed Phantom Unit Amount and the Aggregate Founder-Backed Warrant Amount as set forth in greater detail in the Distribution Methodology) at the Closing (the “Estimated Purchase Price”) for the Acquired Units shall consist of:
Purchase Price Payable at Closing. The purchase price (the "Purchase Price") for the Licenses shall be $205,167,228 (Two Hundred Five Million One Hundred Sixty-Seven Thousand Two Hundred Twenty-Eight U.S. Dollars), payable as follows:
Purchase Price Payable at Closing. The Purchase Price payable at Closing shall be payable to Seller as follows: (i) cash in an amount equal to $6,399,400 (“Closing Payment”) minus the Escrow Amount; (ii) that number of shares (the “Non-Divestible Shares”), rounded to the nearest whole share, of common stock of BabyUniverse, Inc., par value $0.001 per share (the “BabyUniverse Common Stock”), that has a value, computed at the Average Closing Sale Price, equal to $130,600; and (iii) forty thousand (40,000) shares of BabyUniverse Common Stock (the “Divestible Shares” and together with the Non-Divestible Shares, the “BabyUniverse Shares”), which Divestible Shares shall be subject to forfeiture for no consideration in accordance with Section 2.7. For purposes of this Section 2.2, the “Average Closing Sale Price” shall mean the average closing sale price of a share of BabyUniverse Common Stock as quoted on the American Stock Exchange for the fifteen (15) consecutive trading days that immediately precede the second (2nd) trading day prior to the Closing Date, as such closing sale prices are reported (absent manifest error in the printing thereof) at xxx.xxxx.xxx.
Purchase Price Payable at Closing. Purchaser shall pay to Sellers, at Closing, $13,918,736.00, payable wholly in Cash at Closing, by wire transfer to an account designated by Sellers. [***] Confidential portions of this document have been redacted and filed separately with the Commission.
