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C » Topics » (a) ¥ 545 billion (less the NCL Demerger Consideration); plus

This excerpt taken from the C 10-Q filed Aug 7, 2009.

(a)           ¥545 billion (less the NCL Demerger Consideration); plus

 

(b)           95.0% percent of the Fair Value of the Marketable Cross-shareholding Securities, determined on the fourth Business Day prior to the Closing Date.

 

The Purchase Price shall be payable at the Effective Time in accordance with Section 6.2(g) and Section 6.3(b)(i) and subject to adjustment in accordance with Section 4.2(d)(iii), Section 4.17 and Section 7.3.  The Parties shall discuss and (no later than 30 Business Days before the Closing Date) agree upon the allocation of the Purchase Price among the Sellers and among the New Securities Company Shares, the Related Company Shares, the Related Assets and the Sellers’ covenant not to compete, which allocation shall be in accordance with GAAP and all Applicable Laws.

 

3                                         REPRESENTATIONS AND WARRANTIES

 

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