Purchase price

139 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Consideration

   In consideration for the purchase of the Shares hereunder, Purchaser shall assign to Seller a certain $40,000.00 promissory note (the “ Note ”) issued by Humbl LLC, a Delaware limited liability company (“ Humbl ”), to the order of Purchaser on October 29, 2020 (the “ Purchase Price ”). 2. Closing . The closing of the purchase and sale of the Shares shall occur on November 10, 2020 or such other date as is mutually agreed upon by Seller and Purchaser but no later than November 15, 2020. Such date of conveyance is herein called the “ Closing .” At the Closing, Purchaser and Seller shall perform the following: 2.1 Purchaser shall deliver to Seller the Purchase Price by assigning the Note to Seller

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2022-02-11 · read the filing · this wording recurs in 6 agreements we hold

2. 02

   Allocation of Purchase Price

   The Purchase Price and the Assumed Liabilities shall be allocated as Buyer shall determine in its reasonable discretion (the “ Purchase Price Allocation ”). The Purchase Price Allocation shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and Buyer shall provide such Purchase Price Allocation to Seller following its preparation. Buyer and Seller shall file all returns, declarations, reports, information returns and statements, and other documents relating to Taxes (including amended returns and claims for refund) (“ Tax Returns ”) in a manner consistent with the Purchase Price Allocation

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

3. 03

   Closing Consideration

   In consideration of the sale, transfer, conveyance, assignment and delivery of the Transferred Assets to Purchaser and Seller’s other covenants and obligations hereunder, at the Closing, upon the terms and subject to the conditions hereof, Purchaser shall (a) pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller by delivery of written notice thereof to Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to $5,500,000 (the “ Closing Payment ”), (b) issue to each stockholder of Seller, the right to receive one (1) contractual contingent value right (each, a “ CVR ”) for each outstanding Share held by such stockholder as of the CVR Record Date, each representing the right to receive contingent payments in cash, without interest, upon the achievement of each Milestone during the CVR Term as set forth in, and subject to the terms and conditions of, the CVR Agreement, and (c) assume the Assumed Liabilities (collectively, the “ Closing Consideration ”)

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

4. 04

   Purchase Price

   The aggregate purchase price for the Shares shall be $7,162,500 (the “Purchase Price”). Buyer shall pay the Purchase Price to Seller at the Closing by delivery of a Secured Promissory Note in the amount of the Purchase Price in the form attached hereto as Exhibit A (the “Buyer Note”), as adjusted pursuant to the terms thereof. Notwithstanding the foregoing, in the event of (a) (i) a default under the Buyer Note wherein Seller reclaims any Shares pursuant to the Pledge Agreement as payment towards the Buyer Note or (ii) Seller acquires any Shares pursuant to the Option Letter Agreement, and (b) the fair market value of the Shares pledged pursuant to the Pledge Agreement or acquired through the Option Letter Agreement is less than $1.50/share at the time Seller enforces its rights to reclaim any such Shares pursuant to the Pledge Agreement or Option Letter Agreement (as applicable), the Purchase Price hereof shall be adjusted downward to an amount equal to (x) the fair market price per share at the time Seller reclaims such Shares under the Pledge Agreement multiplied by (y) the number of Shares reclaimed by Seller plus (z) any amounts already paid under the Buyer Note at the time of default

   Lone Star Friends Trust (CIK 0001909643) · filed 2024-06-25 · read the filing · this wording recurs in 3 agreements we hold

5. 05

   Closing Payments

   At the Closing, the Purchaser shall pay (or cause to be paid), from the Estimated Cash Consideration, the following payments: 2.7.1 the Indemnity Escrow Amount deposited by wire transfer of immediately available funds into the Escrow Account established pursuant to the terms of the Escrow Agreement; 2.7.2 the aggregate dollar amount to satisfy any Closing Indebtedness (the “ Closing Indebtedness Payments ”) to the applicable lenders identified in, and in accordance with, the pay-off letters provided by the Seller Parties to the Purchaser at least three (3) Business Days prior to the Closing; provided, however that, for any such Indebtedness that constitutes compensation to Employees which Tax and other similar withholding is required, the Purchaser will pay, from the Estimated Cash Consideration, cash in an amount equal to such Indebtedness to the Sellers, which will in turn (i) process through Computex’s payroll, in accordance with Computex’s customary payroll practices, a portion of such Indebtedness, less any applicable Taxes required to be withheld (the aggregate amount of Taxes required to be withheld by the Sellers with respect to such Indebtedness is referred to as the “ Indebtedness Withholding Amounts ”), (ii) pay the Indebtedness Withholding Amounts to the proper Governmental Authority and (iii) pay the employer portion of any employment, payroll, social security, unemployment or withholding Taxes related to such Indebtedness to the proper Governmental Authority; 2.7.3 the aggregate dollar amount to satisfy any Closing Selling Expenses (the “ Closing Selling Expenses Payments ”) to the Persons entitled thereto in accordance with invoices from such Persons provided by the Seller Parties to the Purchaser at least three (3) Business Days prior to the Closing; and 2.7.4 to the applicable Sellers, an aggregate amount equal to the Estimated Cash Consideration less the Indemnity Escrow Amount, in readily available monies by wire transfer of immediately available funds, to an account or accounts designated in writing to the Purchaser by the Sellers, as provided in the Closing Certificate. Payments made to the Sellers or any payee pursuant to this Section 2.7 , including, in respect of any Indebtedness to be paid at the Closing or any Closing Selling Expenses, in each case, in accordance with the wiring instructions and the amounts delivered by the Seller P […]

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Purchase Price Allocation

   (a) Prior to the Closing, the Parties shall agree on an allocation of the Purchase Price (including any potential adjustments to be made thereto, any Liabilities to be assumed and any other amounts treated as consideration for the Purchased Assets (including, for the avoidance of doubt, the Transferred Subsidiaries)) as between (i) the equity interests in each of the Transferred Subsidiaries on the one hand, and (ii) all other Purchased Assets on the other hand (excluding assets held, directly or indirectly, by the Transferred Subsidiaries), (the aggregate amount allocable to all other Purchased Assets, the “ Non-Transferred Subsidiary Amount ,” and the allocation described in this Section 2.6(a) , the “ Initial Purchase Price Allocation ”). The Seller shall prepare, and provide to the Buyer, a draft Initial Purchase Price Allocation at least 30 days prior to Closing. The Buyer shall provide any comments to the draft Initial Purchase Price Allocation to the Seller in writing within ten days after receipt thereof. If the Buyer does not provide any comments within the requisite time period, the draft Initial Purchase Price Allocation shall be treated as final. If the Buyer timely delivers such written comments, the Buyer and the Seller shall endeavor in good faith to resolve such dispute within 15 days after the Buyer’s delivery of such written comments, after which the Accounting Expert shall resolve any such objections. The fees and expenses of the Accounting Expert shall be borne 50% by each of the Buyer and the Seller. (b) Within 120 days of the Closing, the Parties shall agree on (i) an allocation of the Non-Transferred Subsidiary Amount among the Purchased Assets that are not equity interests in the Transferred Subsidiaries or assets held, directly or indirectly, by the Transferred Subsidiaries and (ii) an allocation of the portion of the Initial Purchase Price Allocation allocated to the equity interests in the Section 338(h)(10) Subsidiaries among the assets of such entities, which, in each case, shall be prepared in a manner consistent with Sections 338 and 1060 (as applicable) of the Code and the Treasury Regulations promulgated thereunder (such allocation, the “ Subsequent Purchase Price Allocation ”). The Seller shall prepare, and provide to the Buyer, a draft Subsequent Purchase Price Allocation within 90 days after Closing. The Buyer shall provid […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Purchase Price

   (a) As a material inducement to Seller to sell, assign, transfer, convey and deliver the Purchased Assets to Buyer, Buyer (i) shall pay the Purchase Price (as defined below) and perform its obligations under this Agreement and (ii) shall enter into, and pay the amounts and grant to Seller or the applicable Seller Affiliate the rights set forth in, each of the Production Services and Funding Agreement and the Distribution License Agreement. The purchase price (the “ Purchase Price ”) for the purchase and sale of the Purchased Assets as contemplated by Article II shall be an amount equal to: (A) the amount of the TCI Bridge Loan Debt, plus (B) the difference resulting from the amount of the TCI Initial Debt less the CAS Non-Profit Interests Balance (the “TCI Initial Debt Balance ” and, together with the A-9 TABLE OF CONTENTS ​ amount of the TCI Bridge Loan Debt, the “ Initial Purchase Price ”), plus (C) the Milestone Payments, to the extent earned pursuant to Section 2.06 and as may be adjusted pursuant to Section 2.06(d) . (b) No portion of the Initial Purchase Price shall be payable in cash. Rather, at Closing: (i) the TCI Bridge Note shall be cancelled in full and the indebtedness represented thereby deemed extinguished, thereby satisfying the portion of the Initial Purchase Price in the amount of the TCI Bridge Loan Debt; and (ii) that portion of the TCI Initial Debt represented by the TCI Initial Debt Balance shall be cancelled and the TCI Initial Debt represented thereby deemed extinguished, thereby satisfying the portion of the Initial Purchase Price in the amount of the TCI Initial Debt Balance. (c) Further, at Closing, the remaining portion of the TCI Initial Debt, in the amount of the CAS Non-Profit Interests Balance, shall be cancelled and the remaining TCI Initial Debt represented thereby deemed extinguished, thereby satisfying Buyer’s obligation to deliver the CAS Non-Profit Interest Balance pursuant to the Funding Agreement, as modified by the Mutual Consent Under Funding Agreement. (d) For the avoidance of doubt, at Closing, automatically and without any further action of the parties hereto, (i) Seller shall be deemed to have satisfied the payment of and shall be forever discharged from its obligation to pay the TCI Initial Debt pursuant to the TCI Initial Loan, and (ii) Buyer shall be deemed to have satisfied the payment of and shall be forever […]

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Representations with Respect to Consideration Shares

   (a) The Consideration Shares will be issued by Buyer Parent to Cyclerion in reliance upon Cyclerion’s representation to Buyer Parent, which by Cyclerion’s execution of this Agreement, Cyclerion hereby confirms, that the Consideration Shares to be issued to Cyclerion will be acquired for investment for Cyclerion’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Cyclerion has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Cyclerion further represents that Cyclerion does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Consideration Shares. Cyclerion has not been formed for the specific purpose of acquiring the Consideration Shares. (b) Cyclerion has had an opportunity to discuss Buyer Parent’s business, management, financial affairs and the terms and conditions of the issuance of the Consideration Shares with Buyer Parent’s management and has had an opportunity to review Buyer Parent’s facilities. The foregoing, however, does not limit or modify the representations and warranties of Buyer and Buyer Parent in Article V of this Agreement or the right of Cyclerion to rely thereon. (c) Cyclerion understands that the Consideration Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Cyclerion’s representations as expressed herein. Cyclerion understands that the Consideration Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Cyclerion must hold the Consideration Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Cyclerion acknowledges that Buyer Parent has no obligation to register or qualify the Consideration Shares for resale. Cyclerion further acknowledges that if an exemption from registration or qualification is available, […]

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Consideration

   As consideration for the Assets: (i) Buyer will pay to Seller USD $1,500,000 by wire transfer of immediately available funds to an account identified by Seller to Buyer not less than three days prior to the Closing, and (ii) Buyer will issue to Seller shares of Common Stock of Buyer worth not less than USD $500,000 as of the Closing Date (the “Stock”), with the per share price to be calculated according to the volume-weighted average price (“VWAP”) of Buyer’s share price for the 5 trading days prior to the Closing Date, and (iii) Buyer will assume the Assumed Liabilities. Notwithstanding the forgoing, at the Closing, stock certificates for the Stock shall be delivered by Buyer as follows: (A) a restricted stock certificate for $500,000 worth of shares (as calculated in Section 2.5) shall be delivered to the Seller within 15 days of the Closing Date. The consideration paid for the Assets hereunder shall be allocated as reasonably provided by the Seller and each party shall have completed Form 8594, as required under section 1060 of the Internal Revenue Code, using the exact allocation provided by the Seller and related information shall thereupon become binding upon the parties hereto for federal income tax purposes. 6 2.7 Closing. Subject to the terms and conditions of this Agreement , the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the office of ICORECONNECT Inc. (or at such other place as the parties may mutually agree) at 5:00 p .m. local time, on September 1, 2021 or on such other date as soon as practicable upon which the parties shall mutually agree (or as postponed as the parties shall mutually agree) (such date, the “ Closing Date ”). If agreed by the parties, the Closing may occur remotely by exchange of counterpart signatures (including by e-mail or electronic signature) and delivery of the various items required pursuant to Sections 2.7 and 2.8

   iCoreConnect Inc. (ICNP, ICCRW) (CIK 0001408057) · filed 2023-03-23 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Fair Consideration

    The consideration provided by Cardurion to Imara for the Purchased Assets pursuant to this Agreement is fair and reasonable and constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act and the Uniform Voidable Transactions Act 4.2.4 No Debarment . Neither Imara nor, to the Knowledge of Imara, any of its contractors or agents (including any employees and consultants of Imara or such contractors or agents) who have been involved in the conduct of the Imara PDE9 Program and/or the Exploitation of the Licensed Compounds: (a) is debarred under Section 306(a) or 306(b) of the FDCA or by the analogous applicable Laws of any Regulatory Authority; (b) has been charged with, or convicted of, any felony or misdemeanor within the definition of 42 U.S.C. §§ 1320a-7(a), 1320a-7(b)(l)-(3), or pursuant to the analogous applicable Laws of any Regulatory Authority, or is proposed for exclusion, or the subject of exclusion or debarment proceedings, by a Regulatory Authority; or (c) is excluded, suspended or debarred from participation, or otherwise ineligible to participate, in any U.S. or non-U.S. healthcare programs (or has been convicted of a criminal offense that falls within the scope of 42 U.S.C. §1320a-7 but not yet excluded, debarred, suspended, or otherwise declared ineligible), or excluded, suspended or debarred by a Regulatory Authority from participation, or otherwise ineligible to participate, in any procurement or non-procurement programs

    IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Purchase Price

    (a) Purchase Price. The aggregate consideration for the Transferred Assets payable to the Seller, the Special Shareholder, and the Shareholder by the Purchaser is detailed in Section 1.4. (b) of this Agreement (the “Purchase Price”). (b) Payment. (i) Payments to Seller. The Purchaser shall make the following payments to the Seller, who shall accept payments on behalf of the Seller, the Special Shareholder, and the Shareholder. Payment Date: ​ ​ Amount (In $): ​ ​ Amount (In Text): At Closing: ​ ​ $1,500,000 ​ ​ One Million, Five Hundred Thousand U.S. Dollars The total payments, under this Agreement, by the Purchaser, to the Seller, who shall accept payments on behalf of the Seller, the Special Shareholder, and the Shareholder, shall be: Total: ​ ​ $1,500,000 ​ ​ One Million, Five Hundred Thousand U.S. Dollars The Purchaser shall make the payment by wire, in immediately-available funds, to an account designated by the Seller. However, the Purchaser shall pay a portion of the Payment at Closing to creditors of the Seller (listed on Schedule 1.4. (b) (i) hereto), in lieu of the Seller but only up to the amounts listed in Schedule 1.4. (b) (i) hereto, including the amounts listed in the “Notes” section thereof. Payments by the Seller to the aforementioned creditors of the Seller shall constitute payments to the Seller

    AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-09-26 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Purchase Price

    The purchase price (the “ Purchase Price ”) to be paid to Seller for the sale of the Property to Buyer as provided for herein shall be $18,000,000.00. Buyer and Seller acknowledge and agree that the Purchase Price shall be allocated among the Real Property and the Personal Property as follows, and that such allocation represents the fair market value of the Real Property and the Personal Property, and that Buyer and Seller shall each use such allocations with respect to any and all federal, state and/or local tax returns relating to the transactions contemplated under this Agreement: Seventeen Million Five Hundred Thousand Dollars ($17,500,000) shall be allocated to Real Property and Five Hundred Thousand Dollars ($500,000) shall be allocated to Personal Property. The Purchase Price shall be paid by Buyer, subject to credit, debit and adjustment as hereinafter provided and subject to all the terms and conditions herein contained, as follows: Buyer shall, on the date of Closing, pay the Purchase Price, subject to credit and adjustment as provided in Section 1.3 hereof, which shall be paid to Seller by the wire transfer of good, current, immediately available funds and which Buyer shall cause to be received by Seller on or before 5:00 p.m. (Eastern Time) on the date of Closing

    Benson Hill, Inc. (BHIL, BHILW) (CIK 0001830210) · filed 2023-01-04 · read the filing · this wording recurs in 2 agreements we hold