COUNSEL FOR METHODE AND THE BUYERS ACTING REASONABLY, WHICH DOCUMENTS MAY
INCLUDE (I) SEPARATE INSTRUMENTS OF CONVEYANCE FOR EACH SELLER FOR EACH CLASS OF
ASSETS IN EACH JURISDICTION IN WHICH PURCHASED ASSETS ARE LOCATED,
(II) CERTIFICATES OF TITLE OR SIMILAR INSTRUMENTS DULY ENDORSED BY THE
APPLICABLE THE SELLING PARTY IN FAVOR OF THE BUYER DESIGNATED BY METHODE, AND
(III) DULY ENDORSED STOCK CERTIFICATES AND/OR INSTRUMENTS OF ASSIGNMENT
CONVEYING TO A BUYER DESIGNATED BY METHODE (AND/OR ONE OR MORE INDIVIDUALS
NOMINATED BY METHODE) ALL RIGHT, TITLE AND INTEREST IN THE PURCHASED SHARES.
2.
CONSIDERATION.
2.1.
PURCHASE PRICE.
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED
HEREIN, IN CONSIDERATION OF THE SELLERS' SALE OF THE PURCHASED ASSETS AND
HETRONIC HOLDING'S SALE OF THE PURCHASED SHARES TO THE BUYERS AT THE CLOSING,
THE BUYERS SHALL ASSUME, PAY, PERFORM AND DISCHARGE, WHEN AND AS DUE, THE
ASSUMED LIABILITIES AND METHODE SHALL PAY ON BEHALF OF THE BUYERS, OR CAUSE THE
BUYERS TO PAY, TO THE SELLING PARTIES THE AGGREGATE CONSIDERATION (THE "PURCHASE
PRICE") OF FIFTY THREE MILLION SIX HUNDRED THIRTY EIGHT THOUSAND SIX HUNDRED
SEVENTY THREE UNITED STATES DOLLARS ($53,638,673), SUBJECT TO POST-CLOSING
ADJUSTMENT AS PROVIDED IN SECTION 2.2.
THE PURCHASE PRICE SHALL BE PAYABLE AS
PROVIDED IN SECTION 4.3, SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 2.3.
2.2.
RECONCILIATION OF NET BOOK VALUE.
2.2.1.
JUNE 30 STATEMENT.
EXHIBIT A SETS FORTH THE BOOK VALUE OF THE
ACQUIRED ASSETS, AS THEY EXISTED ON JUNE 30, 2008, LESS THE BOOK VALUE OF THE
ACQUIRED LIABILITIES, AS THEY EXISTED ON JUNE 30, 2008 (THE "JUNE 30 NET BOOK
VALUE"), CALCULATED CONSISTENT WITH THE HISTORICAL PRACTICE OF THE SELLING
PARTIES IN PREPARING THE FINANCIAL STATEMENTS (THE "HISTORIC ACCOUNTING
PRINCIPLES AND PROCEDURES").
2.2.2.
CLOSING STATEMENT.
PROMPTLY FOLLOWING THE CLOSING DATE, THE
SHAREHOLDER SHALL DIRECT HSPG & ASSOCIATES, P.C. (THE "SELLER'S ACCOUNTANT") TO
PREPARE AND SUBMIT TO METHODE A STATEMENT (THE "CLOSING STATEMENT") SETTING
FORTH THE BOOK VALUE OF THE ACQUIRED ASSETS, AS THEY EXIST AT THE CLOSING DATE,
LESS THE BOOK VALUE OF THE ACQUIRED LIABILITIES, AS THEY EXIST AT THE CLOSING
DATE ("CLOSING NET BOOK VALUE").
IN EACH CASE, THE BOOK VALUE OF ACQUIRED
ASSETS AND THE ACQUIRED LIABILITIES SHALL BE DETERMINED IN ACCORDANCE WITH THE
HISTORIC ACCOUNTING PRINCIPLES AND PROCEDURES (EXCEPT THAT AN ACCRUAL SHALL BE
MADE FOR EARNED VACATION). THE CLOSING STATEMENT AND THE SCHEDULES THERETO SHALL
SHOW IN REASONABLE DETAIL THE MEANS BY WHICH CLOSING NET BOOK VALUE WAS
CALCULATED (INCLUDING LISTINGS OF ACQUIRED ASSETS AND THE ACQUIRED
LIABILITIES).
THE SHAREHOLDER SHALL DIRECT SELLER'S ACCOUNTANT TO SUBMIT THE
CLOSING STATEMENT AS SOON AS REASONABLY PRACTICAL AFTER THE CLOSING AND IN NO
EVENT LATER THAN NINETY DAYS FOLLOWING THE CLOSING DATE. METHODE SHALL PROVIDE
TO SELLER'S ACCOUNTANT ALL INFORMATION
5
REASONABLY REQUESTED BY SELLER'S ACCOUNTANT AND TAKE ALL OTHER REASONABLE
ACTIONS REQUIRED FOR THE PREPARATION OF THE CLOSING STATEMENT, AND METHODE SHALL
PROVIDE SELLER'S ACCOUNTANT WITH ACCESS TO ALL RECORDS OF THE BUSINESS OF THE
TARGET COMPANIES AND TO ALL FORMER EMPLOYEES OF THE TARGET