TO TAX ATTRIBUTABLE TO
SUCH TAXES.
1.94
"TAX RETURN" SHALL MEAN ANY REPORT, RETURN, DOCUMENT, DECLARATION,
PAYEE STATEMENT OR OTHER INFORMATION OR FILING REQUIRED TO BE FILED OR PROVIDED
BY THE COMPANY TO ANY TAX AUTHORITY WITH RESPECT TO TAXES.
1.95
"THIRD-PARTY CLAIM" SHALL HAVE THE MEANING SET FORTH IN SECTION
9.5.
1.96
"TRANSACTION DOCUMENTS" SHALL MEAN EACH AGREEMENT, DOCUMENT,
CERTIFICATE AND INSTRUMENT BEING EXECUTED BY A PARTY PURSUANT TO THIS AGREEMENT.
1.97
"TRANSACTION EXPENSES" MEANS THE FEES, EXPENSES AND DISBURSEMENTS
OF THE COMPANY, THE SUBSIDIARY, THE SHAREHOLDER REPRESENTATIVE OR ANY
SHAREHOLDER AND THEIR RESPECTIVE AGENTS, REPRESENTATIVES, BROKERS, FINDERS,
FINANCIAL ADVISORS, ACCOUNTANTS AND COUNSEL INCURRED IN CONNECTION WITH THIS
AGREEMENT, THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY, INCLUDING NEGOTIATION, LEGAL, TRAVEL AND DUE DILIGENCE EXPENSES,
AND FEES AND EXPENSES OWED TO HORWOOD MARCUS & BERK CHARTERED, C.W. DOWNER,
FRATTALI & SALEM, AND HADLEY CAPITAL IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND FIFTY
PERCENT (50%) OF THE FEES CHARGED BY THE ESCROW AGENT IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
.
1.98
"WARN ACT" SHALL HAVE THE MEANING SET FORTH IN SECTION 3.15(D)
1.99
"WORKING CAPITAL ESCROW AMOUNT" MEANS [****].
8
ARTICLE 2
PURCHASE AND SALE
2.1
PURCHASE AND SALE OF SHARES.
UPON THE TERMS AND SUBJECT TO THE
CONDITIONS OF THIS AGREEMENT, AT THE CLOSING EACH SHAREHOLDER WILL SELL, CONVEY,
TRANSFER AND DELIVER TO BUYER, AND BUYER SHALL PURCHASE FROM EACH SHAREHOLDER,
THE SHARES SET FORTH OPPOSITE EACH SHAREHOLDER'S NAME ON SCHEDULE 2.1
FREE AND
CLEAR OF ALL LIENS.
2.2
PURCHASE PRICE.
IN FULL CONSIDERATION FOR THE SALE, TRANSFER,
CONVEYANCE AND DELIVERY OF THE SHARES TO BUYER, THE AGGREGATE PURCHASE PRICE
(THE "PURCHASE PRICE") FOR THE SHARES SHALL BE TWENTY ONE MILLION DOLLARS
($21,000,000.00), SUBJECT TO ADJUSTMENT AND DEDUCTIONS AS SET FORTH HEREIN.
2.3
PAYMENT.
THE PURCHASE PRICE SHALL BE PAYABLE AS FOLLOWS:
(A)
PAYMENT TO ESCROW AGENT FOR ESCROW ACCOUNT.
AT CLOSING,
BUYER SHALL DEPOSIT THE ESCROW AMOUNT INTO AN ESCROW ACCOUNT BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT
SUBSTANTIALLY IN THE FORM ATTACHED TO THIS AGREEMENT AS EXHIBIT 2.3(A) (THE
"ESCROW AGREEMENT").
(B)
PAYMENTS TO LENDERS AND PAYMENT OF TRANSACTION EXPENSES.
AT
CLOSING, BUYER SHALL PAY ON BEHALF OF THE COMPANY, OR SHALL CAUSE THE COMPANY TO
PAY, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS (A) THE AMOUNTS NECESSARY
TO PAY OFF IN FULL THE INDEBTEDNESS SET FORTH ON SCHEDULE 2.3(B)
(THE "LOAN
PAYOFF AMOUNTS") PURSUANT TO THE PAYOFF LETTERS AND (B) THE TRANSACTION EXPENSES
AND OTHER COMPANY CLOSING PAYMENTS THAT BUYER SPECIFIES ARE TO BE PAID OFF AT
CLOSING IN ACCORDANCE WITH THE PAYMENT INSTRUCTIONS PROVIDED BY THE COMPANY TO
BUYER AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE CLOSING DATE.
(C)
PAYMENT TO SHAREHOLDERS' REPRESENTATIVE.
AT CLOSING, BUYER
SHALL PAY ON BEHALF OF THE SHAREHOLDERS, THE SHAREHOLDERS' DEFENSE AMOUNT TO THE
SHAREHOLDERS' REPRESENTATIVE, BY WIRE TRANSFER OF IMMEDIATELY