ACQUISITION AND CONSIDERATION Sample Clauses

ACQUISITION AND CONSIDERATION. 2.1 On the Completion Date Seller shall sell to Buyer and Buyer shall acquire from Seller the Preference Shares for the Consideration. The Preference Shares shall be sold with the full title and interest held by the Liquidator and with all rights attaching to them and available to the Liquidator at the Completion Date and subsequently.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
ACQUISITION AND CONSIDERATION. At the Effective Date (as defined in Section 1.3), the Acquiring Company shall acquire from the holders of the Target Common Stock shares of the Target Common Stock in exchange for shares of Series A Stock in a manner that constitutes a tax-free reorganization under the Code (the "Transaction") following the satisfaction or waiver, if permissible, of the conditions set forth in Articles 6 and 7.
Sample 1Sample 2
ACQUISITION AND CONSIDERATION. 2.1 On the Completion Date Seller shall sell to Buyer and Buyer shall acquire from Seller the Preference Shares for the Consideration. The Preference Shares shall be sold with the full title and interest held by the Liquidator and with all rights attaching to them and available to the Liquidator at the Completion Date and subsequently. 2.2 The consideration payable for the Preference Shares shall be the payment to Seller by Buyer of £1,500,000 in cash ("Consideration") payable as to: 2.2.1 £500,000 on the Completion Date; 2.2.2 £500,000 six (6) months after the Completion Date ("First Deferred Payment"); and 2.2.3 £500,000 twelve (12) months after the Completion Date ("Second Deferred Payment"). Any Deferred Payments not paid when due shall bear interest at the rate of 10% per annum. 3. COMPLETION 3.1 Subject always to the provisions of this clause, Completion shall take place at 0 Xxxxxxxx Xxxx, Xxxxxxxx'x Xxx, Xxxxxx XX0X 1 BL on the Completion Date at such time as the Buyer and Seller agree. 3.2 The Company shall procure that a board meeting of the Company is held at Completion at which: 3.2.1 the transfer referred to in clause 3.3.1 is (subject only to it being duly stamped) approved for registration; 3.2.2 the Stock Option Agreement is approved and executed by the Company; 3.2.3 issue to the Buyer 10,000,000 Ordinary Shares pursuant to the Conversion. 3.3 At Completion, the Seller shall deliver or procure delivery to the Buyer of: 3.3.1 a transfer of the Preference Shares in favour of the Buyer or its nominee duly executed by the Seller; 3.3.2 the share certificate representing the Preference Shares in the name of the Seller (or an indemnity for a lost certificate in usual terms); 3.3.3 the Stock Option Agreement duly signed by the Seller; and 3.3.4 the Charge over Shares duly executed by the Seller. 3.4 At Completion, the Buyer shall deliver: 3.4.1 a duly signed conversion notice on the Company in respect of the Preference Shares in accordance with the terms of the Subscription Agreement; and 4 3.4.2 to the Seller the Charge over Shares duly executed by the Buyer and shall pay the cash sum of £500,000 to the Seller in respect of the first tranche of Consideration. 3.5 At Completion, the Company shall deliver or procure delivery to the Seller of: 3.5.1 a transfer or transfers of the Armadillo Shares in favour of such persons as the Seller shall direct duly executed by the Company (or an indemnity for a lost certificate in usual terms); 3.5.2 the share...
Sample 1
ACQUISITION AND CONSIDERATION. 6.1. In consideration for the acquisition, the Company shall cause the issuance of a total of five hundred thousand (500,000) common shares of the common stock of China Northern Medical Device, Inc., the parent corporation of the Company, to the Individual, which shares shall be issued on the execution of this Agreement and shall be subject to such restrictions as may be required by the requisite regulatory authorities (the “Consideration Shares”).
Sample 1
ACQUISITION AND CONSIDERATION. 2.1 Subject to the provisions of this Agreement, each of the Selling Shareholders hereby agrees to sell to the Purchaser the number of Sale Shares set out adjacent to such Selling Shareholder’s name in Part C of Schedule IV (Share Transfer Details) (“
Sample 1
ACQUISITION AND CONSIDERATION. 6.1. In consideration for the acquisition, the Company shall cause the issuance of:
Sample 1
ACQUISITION AND CONSIDERATION. Concurrently with the execution and delivery of this LOI, Euronav has entered into an agreement and plan of merger (the “GNRT Agreement”) pursuant to which a subsidiary of Euronav will merge with and into Gener8 Maritime, Inc. (“GNRT”) and GNRT will become a wholly owned subsidiary of Euronav (such transaction, the “GNRT Transaction”). Subject to the terms and conditions set forth herein, Euronav agrees to sell, and Seaways agrees to purchase, directly or indirectly, all right, title and interest in and to all of the issued and outstanding shares of Gener8 Maritime Subsidiary VII Inc. (“HoldCo”), a corporation incorporated under the laws of the Mxxxxxxx Islands, for the purchase price set forth on Exhibit A (the “Purchase Price”), net of assumed debt (such transaction, the “Acquisition”). Euronav represents and warrants that it has been advised by GNRT that HoldCo is the sole member of each of the Mxxxxxxx Islands limited liability companies identified on Exhibit A (collectively, the “SPVs”), and each of the SPVs in turn holds title to the vessel listed next to its name on Exhibit A (each, a “Vessel”, and collectively, the “Vessels”) and that, to its knowledge, neither HoldCo nor any of the SPVs has, or has had, any material assets, liabilities or operations other than the Vessels and financing obligations relating thereto. The net Purchase Price shall be payable in cash at the closing of the Acquisitions (the “Closing”).
Sample 1
AutoNDA by SimpleDocs
ACQUISITION AND CONSIDERATION 
Sample 1

Related to ACQUISITION AND CONSIDERATION

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Equity Consideration OREXIGEN shall issue to DUKE eight hundred eighty five thousand, two hundred and forty-nine (885,249) shares of OREXIGEN common stock as represent, on a FULLY DILUTED BASIS, an amount not less than [***] percent ([***]%) of OREXIGEN’s common stock outstanding at the time of execution of this AGREEMENT (hereinafter referred to as “DUKE STOCK”). OREXIGEN shall issue DUKE STOCK directly to DUKE in the name of “Duke University” and shall deliver the DUKE STOCK to DUKE within thirty (30) days of the EFFECTIVE DATE. It is understood and agreed that [***] shall promptly reimburse [***] for any out-of-pocket costs (not to exceed [***] dollars ($[***]) incurred by [***] in effecting such transfer of DUKE STOCK to DUKE. It is further understood and agreed that, notwithstanding anything to the contrary in this AGREEMENT, such DUKE STOCK is non-refundable. It is understood and acknowledged that DUKE shall be treated as a founder of OREXIGEN and that the DUKE STOCK will be subject to the terms and conditions provided for in OREXIGEN’s Certificate of Incorporation and Bylaws, which are attached as APPENDIX B, and also subject to the Right of First Refusal and Co-Sale Agreement by and among OREXIGEN, DUKE, and other THIRD PARTY signatories thereto, the form of which is attached as APPENDIX F (the “RIGHT OF FIRST REFUSAL AGREEMENT”), and will be marketable by DUKE under the same conditions and subject to the same limitations as are the restricted shares of common stock of OREXIGEN held by any founder or equivalent. Subject to the prior sentence, as well as restrictions on transfer set forth in the Right of First Refusal Agreement and the Securities Act of 1933, as amended, OREXIGEN will permit and promptly effect any request from DUKE to transfer any of the DUKE STOCK to any persons as DUKE will direct, and OREXIGEN, DUKE and such persons will execute such documents and instruments as are reasonably necessary to effect such transfer. In connection with the issuance of the DUKE STOCK, DUKE shall execute a Common Stock Purchase Agreement for the DUKE STOCK, in the form attached as APPENDIX E and the Right of First Refusal Agreement in the form attached as APPENDIX F. In the event that the Right of First Refusal Agreement is amended without the consent of Duke, Duke shall retain all rights set forth in Section 1 thereof regarding rights of first refusal as if such agreement had not been so amended. In addition, DUKE shall have the rights of a “Majority Holder” as set forth in Sections 2.1 and 2.2 of the Investors’ Rights Agreement by and among OREXIGEN and other THIRD PARTY signatories thereto, the form of which is attached as APPENDIX G (the “INVESTORS’ RIGHTS AGREEMENT”), so long as DUKE meets the definition of a “Major Holder” under the INVESTORS’ RIGHTS AGREEMENT and there has been no termination of the covenants of OREXIGEN pursuant to Section 2.3 thereunder. DUKE shall not be made a party to the INVESTORS’ RIGHTS AGREEMENT, but shall be conferred the benefits of a Majority Holder under Sections 2.1 and 2.2 of the INVESTORS’ RIGHTS AGREEMENT by the independent provisions of this Section 3.01(a).

  • Stock Consideration 3 subsidiary...................................................................53

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Transaction Consideration The Transaction Consideration;

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

Time is Money Join Law Insider Premium to draft better contracts faster.