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.
Acquisition Consideration. (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of
(A) the amount of Acquisition Consideration to be paid in OP Units, divided by
(B) the midpoint of the proposed per share offering price for the shares of Common Stock as set forth in the final preliminary prospectus included in the Company's Registration Statement on Form S-11 prepared and filed with the Securities and Exchange Commission in connection with the IPO.
Acquisition Consideration. The consideration for the Premises shall be the assumption and/or payoff of the Promissory Note and other debt obligations of the Loan Documents by Tenant.
Acquisition Consideration. The assumption of obligations set forth in the Loan Documents (subject to the prohibition on any further loan advances or modifications following the Effective Date) and payoff of the Promissory Note, Mortgage and Loan Document obligations by Tenant.
Acquisition Consideration. 2.3.1 The aggregate Acquisition Consideration for the Purchased Assets, subject to any additional amounts that may be payable pursuant to Section 2.11, shall be (U.S.) $69,236,788.26 which amount, less the full EBITDA Payment Amount (i.e., $14,655,600), shall be paid to the Seller at the Closing in immediately available federal funds, to the account hereby designated by the Seller (including the wiring instructions therefor) as set forth on Schedule 2.3.1.
Acquisition Consideration. Each of the Selling Stockholders hereby agrees to assign, sell and transfer all of their respective Purchased Shares in exchange for the following consideration in the following manner:
(a) to the Pacific Road Funds (or any other Pacific Road Entity following completion of the PR Pre-Closing Reorganization):
(i) the issuance of an aggregate of 14,000,000 restricted common shares of UEC’s Common Stock (collectively the “Acquisition Shares”), which the Parties acknowledge and agree shall be valued at a deemed issuance price of US$1.406 per Acquisition Share (the “Deemed Issuance Price per Acquisition Share”), and which Acquisition Shares shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization;
(ii) the issuance of warrants (collectively, the “Acquisition Warrants”) to purchase an aggregate of 11,000,000 shares of UEC’s Common Stock (collectively, the “Warrant Shares”, and together with the Acquisition Shares, collectively, the “UEC Shares”), in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for a period of five years from the Closing Date (the “Warrant Exercise Period”). The Acquisition Warrants shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and
(iii) at the election of the Pacific Road Funds, either: (A) grant to the Pacific Road Funds a net profits interest royalty that, in the aggregate as to all of the Pacific Road Funds, equals 0.50% of the net profits on the Reno Creek Project (the “NPI Royalties”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC to the Pacific Road Funds under the NPI Royalties, in the aggregate, capped at US$2,500,000, at all times; or (B) pay to the Pacific Road Funds an aggregate of US$100,000 at the Closing Date by wire transfer of immediately available funds to an account of the Pacific Road Funds (which account details must be provided to UEC at least three business days ...
Acquisition Consideration. (a) The acquisition consideration to be paid by Kite Realty for the LLC Interest (the "Acquisition Consideration") pursuant to an exercise of the Option under Section 2.1 shall be equal to the product of (x) 95% of the fair market value of the Property at the time, as determined in accordance with this Section 3.1 ("FMV"), less the Project Indebtedness, multiplied by (y) the Percentage Interest.
(i) FMV for this purpose shall mean the price at which a willing buyer would buy, and a willing seller would sell, the Property in an arms-length transaction assuming the Property is sold in an orderly disposition and each of the buyer and seller are aware of, and take into account, all relevant factors which exist at the time.
(ii) In the Exercise Notice, Kite Realty shall designate an appraiser (the "First Appraiser") to determine FMV for the Property. Optionor then shall have 10 days after receiving such notice to designate a second appraiser (the "Second Appraiser") by written notice to Kite Realty. If Optionor fails to timely designate the Second Appraiser, FMV shall be determined by the First Appraiser. The First Appraiser and the Second Appraiser each shall separately determine FMV in accordance with Section 3.1(a) and shall provide a detailed written valuation report to each of Optionor and Kite Realty within 45 days after the last day for designating the Second Appraiser. The designation of the First Appraiser shall be approved by a majority of the members of the Board of Trustees of the REIT, which majority must include a majority of "independent" trustees, as defined in the REIT's Bylaws. If only one appraiser timely submits a proper valuation report, its FMV determination shall be final, binding and conclusive for purposes of this Agreement. If both appraisers timely submit proper valuation reports, and their FMV determinations vary by 10% or less, FMV shall be equal to the average of the two FMV determinations. If both appraisers timely submit proper valuation reports, and their FMV determinations vary by more than 10%, the two appraisers shall promptly appoint a third appraiser (the "Third Appraiser"), which shall independently determine FMV in accordance with Section 3.1(a) and shall provide a detailed written valuation report to each of Optionor and Kite Realty within 45 days after its appointment. FMV shall then be equal to the average of the two closest FMV determinations submitted by the three appraisers. FMV as determined in accordance with Sect...
Acquisition Consideration. (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by the Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $350,000; $75,000 of which shall be non-refundable and paid by the Operating Partnership to the Grantor upon the execution and delivery of this Agreement and $275,000 of which shall be paid on the Closing Date. The Acquisition Consideration shall be paid in cash.
Acquisition Consideration. As consideration for the purchase of the Shares, Monaco and Buyer shall take the following actions:
Acquisition Consideration. (a) The acquisition consideration to be paid by Kite Realty for the LLC Interest (the “Acquisition Consideration”) pursuant to an exercise of the Option under Section 2.1 shall be equal to the lesser of (i) Annualized NOI divided by 8.5%, less the Project Indebtedness, multiplied by the Percentage Interest or (ii) the product of (x) the fair market value of the Property (“FMV”) at the time, as determined in accordance with this Section 3.1, less the Project Indebtedness, multiplied by (y) the Percentage Interest. “Annualized NOI” shall mean the annualized net operating income for the Property, calculated as follows: the sum of (i) the net operating income for the Property for the month immediately prior to the month in which the Exercise Notice is delivered plus (ii) the net
