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The relevant provisions of the stock acquisition agreement
provided:
9. PURCHASE PRICE.
Subject to the adjustments set forth in
Section 12 hereof, the “purchase price” of
the Stock shall be Eight Million
($8,000,000.00) Dollars in the aggregate,
which shall be paid as follows:
(a) $3,000,000.00 to each Seller in
cash or immediately available funds; and
(b) $1,000,000.00 to each Seller in 10-
year promissory notes (collectively referred
to hereinafter as the “Notes”) substantially
in the form of Exhibit “R” hereto and bearing
interest in the case of Thomas, at 8-1/4% per
annum, and in the case of Walker at 7-7/8%
per annum.
* * * * * * *
10C. CONDITIONS TO CLOSING BY EACH PARTY HERETO.
The obligations of each party hereto to
consummate the transactions contemplated
hereby shall be subject to the satisfaction
(or waiver by such party) on or prior to the
Closing of the following conditions
precedent:
* * * * * * *
(c) The Company shall have entered into
agreements substantially in the form of
Exhibit “W” attached hereto, with Walker and
Thomas, pursuant to which, in consideration
of their agreement to refrain (in the case of
Walker for 10 years and in the case of Thomas
for 6 years) from competing with the Company
directly or indirectly in the sale or
manufacture of carpet and carpet products
(including outdoor carpet), (A) Walker shall
be paid $8,500,000 in 37 quarterly
installments of $229,730, commencing on the
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Last modified: May 25, 2011