/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Letter_of_Intent/0.md
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Purchase Price
The Purchase Price would be {Price.Total.Sum.$} (subject to adjustment as described below) and would be paid in the following manner:- at the Closing, Buyer would pay Sellers {Price.Close.Sum.$} in cash;
- at the Closing, Buyer would deposit with a mutually acceptable escrow holder {Price.Escrow.Sum.$}, which would be held in escrow for a period of at least {Escrow.Release.Period.TimeSpan} in order to secure the performance of Sellers’ obligations under the Definitive Agreement; and
- at the Closing, Buyer would execute and deliver to each Seller an unsecured nonnegotiable promissory note. The promissory notes to be delivered to Sellers by Buyer would have an aggregate principal amount of {Price.Note.Principal.$}, bear interest at the rate of {Price.Note.Interest.%} per annum, mature on the {Price.Note.Principal.MaturityYears.#}th anniversary of the Closing, and provide for {Price.Note.Principal.PaymentInstallments.#} equal {Price.Note.Principal.PaymentPeriod.cl} payments of principal along with {Price.Note.Interest.PaymentPeriod.cl} payments of accrued interest.
The Purchase Price assumes that the Acquired Companies have consolidated shareholders’ equity of at least {Company.Equity.Consolidated.Minimum.$} as of the Closing. The Purchase Price would be adjusted based on changes in the Acquired Companies’ consolidated shareholders’ equity as of the Closing on a dollar-for-dollar basis.