Acceptance of Consideration Sample Clauses

Acceptance of Consideration. Shareholder accepts, and hereby agrees that, the payment of the Purchase Price as provided for in Section 1.2 constitutes payment in full and is the sale consideration for the sale, transfer, conveyance, assignment and delivery of the Shares to Purchaser by Shareholder and for all of the other agreements of Shareholder provided for in this Agreement.
Sample 1
Acceptance of Consideration. Subject to the satisfaction of the terms and conditions hereof, including, without limitation, the conditions set forth in Section 9, without limiting the terms hereof, the Junior Mezzanine Lenders hereby accept the consideration set forth herein, including pursuant to Section 3 of this Settlement Agreement, in substitution, exchange and satisfaction of all principal, interest, default interest, fees or any other obligations whatsoever that are due and owing, or may become due and owing under the terms and conditions of the Junior Mezzanine Agreement and all ancillary agreements thereto (collectively, the “Junior Mezzanine Obligations”), and as a result of such substitution, exchange and satisfaction hereby agree that all Junior Mezzanine Obligations are hereby novated, cancelled, satisfied, retired or otherwise terminated as a result of this Settlement Agreement upon the occurrence of the Effective Date (as defined below).
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Acceptance of Consideration. Seller accepts, and agrees that, the Consideration constitutes payment in full for and is the sole consideration for the issuance, sale, assignment, transfer and delivery of the Securities by Seller to Buyer and the rights and interests related thereto.
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Acceptance of Consideration. If the terms of this Agreement are acceptable, please sign this Agreement where indicated below and return it as set forth in paragraph 5.
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Acceptance of Consideration. The Shareholders hereby agree to accept in the Arrangement cash consideration equal to US $1.291667 per share of Preferred Stock (as provided in Section 2.3(a) of the Arrangement Agreement), which equals an aggregate of US $23,250,006 for the 18,000,000 shares of Preferred Stock held by the Shareholders, notwithstanding their right to the Liquidation Preference in accordance with the rights granted to the holders of the Preferred Stock pursuant to Article I, Section (A)(2)(a), of Schedule A to the Restated Articles of Continuance of the Company or any rights of the Shareholders thereunder. Subject to the termination provisions of this Agreement, each Shareholder hereby irrevocably waives the Liquidation Preference attached to their respective shares of Preferred Stock as a result of the Arrangement. For greater certainty, subject to such termination provisions, in irrevocably waiving the liquidation rights referred to above, each Shareholder hereby agrees that the amounts paid to it in accordance with the Arrangement Agreement with respect to its shares of Preferred Stock shall constitute full and complete consideration for such shares in full satisfaction of any obligation that the Company, Parent, Acquisition Sub or any other shareholder of the Company might have with respect thereto and each Shareholder shall not be entitled to any additional or different portion of the consideration payable in connection with the Arrangement (or otherwise) from the Company, Parent, Acquisition Sub or any other shareholder of the Company. The Company shall make payment of such amounts to the Shareholders as soon as practicable following the closing of the acquisition of the Company pursuant to (and in accordance with) the Arrangement Agreement by wire transfer of immediately available funds to accounts designated by the Shareholders.
Sample 1
Acceptance of Consideration. Acceptance by the Seller of the cash payment at the Closing shall constitute a confirmation by the Seller that all agreements and representations made herein by the Seller shall be true and correct at such time.
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Acceptance of Consideration. The Company accepts, and hereby agrees that, the receipt by it of the Exchange Shares, as provided for in this Agreement, constitutes payment in full and is the sole consideration for the distribution, assignment, transfer and delivery of the Packaging Shares by the Company to the Shareholders. The Shareholders accept, and hereby agree that, the receipt by them of the Packaging Shares, as provided for in this Agreement, constitutes payment in full and is the sole consideration for the assignment, transfer and delivery of the Exchange Shares by the Shareholders to the Company.
Sample 1

Related to Acceptance of Consideration

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Computation of Consideration To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

  • Form of Consideration The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. To the extent permitted by Applicable Laws, consideration may consist entirely of:

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

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