are
attached as Annex 2.3-2 for identification purposes.
Each of the Sellers hereby also waives any option or pre-emption right he or it
may have with regard to the KG-Interests and/or the GmbH-Shares and/or the
Partners' Loan Claims and/or the Shareholders' Loan Claims.
The Purchaser
hereby accepts such waivers.
7
SEC. 3.
PURCHASE PRICE; PAYMENT
3.1
PURCHASE PRICE
3.1.1.
THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR
THE KG-INTERESTS, THE GMBH-SHARES, THE PARTNERS' LOAN CLAIMS AND THE
SHAREHOLDERS' LOAN CLAIMS SHALL BE AN AMOUNT EQUAL TO EUR 65,850,000 (EURO
SIXTY-FIVE MILLION EIGHT HUNDRED FIFTY THOUSAND) ALLOCATED AMONG THE SELLERS AS
FOLLOWS:
Seller 1
EUR 17,779,500
Seller 2
EUR 17,779,500
Seller 3
EUR 11,853,000
Seller 4
EUR 18,438,000
3.1.2.
AT CLOSING THE SELLERS SHALL RECEIVE FROM OR
ON BEHALF OF THE PURCHASER THE PAYMENTS AS FOLLOWS (THE "CLOSING PAYMENTS"):
(I)
PURCHASER SHALL DELIVER A TOTAL OF
251,041 (TWO HUNDRED FIFTY-ONE THOUSAND AND FORTY-ONE) SHARES OF COMMON STOCK,
PAR VALUE $.05 PER SHARE, OF DYNAMIC MATERIALS ("DMC COMMON STOCK") TO THE
SELLERS (THE "STOCK CONSIDERATION") AS SET FORTH ON ANNEX 3.1.2.
PART OF THE
STOCK CONSIDERATION WILL BE DELIVERED INTO ESCROW PURSUANT TO SECTION 3.1.3.
(II)
PURCHASER SHALL PAY TO THE SELLERS AN
AGGREGATE AMOUNT OF CASH EQUAL TO EUR 54,322,250 (EURO FIFTY-FOUR MILLION THREE
HUNDRED TWENTY-TWO THOUSAND TWO HUNDRED FIFTY) AS SET FORTH ON ANNEX 3.1.2,
WHICH IS EUR 56,852,250 (EURO FIFTY-SIX MILLION EIGHT HUNDRED FIFTY-TWO THOUSAND
TWO HUNDRED AND FIFTY) LESS THE AMOUNT OF THE PRELIMINARY BUSINESS TAX AMOUNT.
3.1.3.
AT CLOSING, 185,956 (ONE HUNDRED EIGHTY-FIVE
THOUSAND NINE HUNDRED FIFTY-SIX) SHARES OF DMC COMMON STOCK, WHICH IS A PORTION
OF THE STOCK CONSIDERATION EQUAL TO EUR 6,665,000 (EURO SIX MILLION SIX HUNDRED
SIXTY-FIVE THOUSAND) ("HOLD BACK"), SHALL BE DELIVERED TO AN ESCROW ACCOUNT IN
ACCORDANCE WITH AN ESCROW AGREEMENT TO BE ENTERED INTO AMONG SELLERS, THE
PURCHASER, AND THE ESCROW AGENT NAMED THEREIN, SUBSTANTIALLY IN THE FORM
ATTACHED AS ANNEX 3.1.3 (THE "ESCROW AGREEMENT").
AS FURTHER DESCRIBED IN, AND
PURSUANT TO THE TERMS OF, THE ESCROW AGREEMENT, THE HOLD BACK AMOUNT SHALL BE
RELEASED BY DELIVERY TO THE SELLERS, ON THE DATE THAT IS EIGHTEEN
8
(18) MONTHS AFTER THE CLOSING DATE; HOWEVER, THIS ONLY APPLIES IF AND TO THE
EXTENT NO CLAIMS UNDER SECTIONS
5 THROUGH 7 AND SECTION 9 HEREOF HAVE BEEN
ASSERTED BY THE PURCHASER UNTIL THE DUE DATE. IF AND TO THE EXTENT CLAIMS UNDER
SECTIONS 5 THROUGH 7 HEREOF HAVE BEEN ASSERTED BY THE PURCHASER UNTIL THE DUE
DATE, THE HOLD BACK SHALL BE USED TO SECURE SUCH CLAIMS AND ANY AMOUNT STILL IN
THE HOLD BACK SHALL ONLY BE RELEASED TO THE SELLERS AFTER FULL AND FINAL
SATISFACTION OR WAIVER OF ANY SUCH CLAIMS OF THE PURCHASER. THE PURCHASER SHALL
BE REQUIRED TO MAKE USE OF THE HOLD BACK TO SATISFY ITS CLAIMS UNDER THIS
AGREEMENT TO THE EXTENT ANY OF THE HOLD BACK STILL EXISTS AND IS SUFFICIENT
THEREFOR.
3.1.4.
PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT,
THE PARTIES ARE OBLIGED