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Mr. Polsky’s counsel proposed the following edits to the
description of the payment in the May 9 draft (additions
underscored, strikeouts lined through):
Indeck * * * agrees to purchase * * * the thirty (30)
shares of * * * stock * * * for a price computed as
follows (“Purchase Price”): (i) * * * $501,000 per
share, for a total of * * * $15,030,000 (the “Purchase
Price”); plus (ii) an amount determined by Ten Percent
(10%) per annum on the purchase price of $15,030,000
the amount in (i) from January 31, 1991 through April
13, 1994 for a total of * * * $4,809,600; plus (iii) an
amount determined by interest on the amount in (i) at *
* * [the Federal funds rate] between April 14, 1994 and
May 9 10, 1994, for a total of * * * $47,321.85. The
total Purchase Price and Interest of * * *
$19,886,921.85 shall be paid * * * at the Closing.
The changes proposed by Mr. Polsky thus eliminated any
characterization of the $15,030,000 figure as purchase price,
eliminated any characterization of the total settlement payment
of $19,886,921.85 as including interest, and instead denominated
the total of all components of the payment as purchase price.
The foregoing changes proposed by Mr. Polsky were accepted by
Indeck, with a minor exception.5 The language of the executed
settlement agreement (Settlement Agreement) described the payment
as follows:
Indeck * * * agrees to purchase * * * the thirty (30)
shares of * * * stock * * * for a price computed as
follows (“Purchase Price”): (i) * * * $501,000 per
share, for a total of * * * $15,030,000; plus (ii) an
amount determined by Ten Percent (10%) per annum on the
5 The sole exception was Indeck’s rejection of Mr. Polsky’s
proposal to change the end of the accrual period for Component
(iii) from May 9 to May 10, 1994.
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