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advance of billings and other short term liabilities (excluding any indebtedness) of Company and Company Subsidiaries, each as determined in accordance with GAAP in a manner consistent with the preparation of Company’s audited consolidated financial statements for the fiscal year ended December 31, 2005, net of any amounts paid at Closing pursuant to Sections 2.2(a)(i) and 5.10(a) and any other transaction costs paid by Seller, to the extent any of those items appear on the Final Balance Sheet, an example of which is attached as Section 1.1(k) of the Disclosure Schedules.


Section 2.1 Share Purchase . Upon the terms and subject to the conditions hereof, and upon the basis of the agreements, representations and warranties contained in this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey, set over and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of all Liens.

Section 2.2 Consideration .

(a) The consideration to be paid by Buyer to Seller for the Shares shall be an aggregate of $634,000,000 in cash (the “ Cash Consideration ”) and 17,059,336 newly issued shares of Parent Common Stock (issued by Parent to Seller in a private placement transaction) (the “ Stock Consideration ” and together with the Cash Consideration, the “ Purchase Price ”). At the Closing, Buyer shall,

  • (i)

    pay by wire transfer of immediately available funds, to an account or accounts designated by Seller not less than three

    • (3)

      days prior to the Closing Date, (A) the Cash Consideration (less the amounts specified in clauses (B), (C) and (D) of this

Section 2.2(a)(i)), (B) an amount sufficient to repay in full all amounts outstanding under the Company Credit Facilities (including all premiums, penalties and other fees due in connection with such repayment and all accrued interest amounts), (C) an amount sufficient to settle all amounts outstanding, if any, under the Interest Hedge Agreements, and (D) an amount sufficient to cash out and terminate the Company Options and any shares of Common Stock issued pursuant to Company Options (including any withholding or other taxes due in connection therein);

    • (ii)

      deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement; and

    • (iii)

      deliver the Stock Consideration (less the Escrow Amount) to Seller.

  • (b)

    At its option, Buyer, upon delivery of written notice to Seller no less than three (3) Business Days prior to the Closing, may

deliver cash in lieu of all or a portion of the Stock Consideration equal in value to no less than $75.0 million. If Buyer elects to exercise this option, then with respect to each share of Parent Common Stock that Seller elects to


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