Additional Consideration for the Merger Sample Clauses

Additional Consideration for the Merger. As additional consideration for the Merger, the M3 Stockholders shall receive on the Effective Date 5,000 shares of the EGPI Series C Preferred Stock as described in Schedule 15(p) attached hereto. It is understood, that the shares of the Series C Preferred Stock are non-convertible and each share of the EGPI Series C Preferred Stock has the voting rights of 21,200 shares of the EGPI Common Stock, which means that in addition to the voting rights conferred by their shares of the EGPI Common Stock, the M3 Stockholders will have additional voting rights of 106,000,000 shares of the EGPI Common Stock. Further, in consideration for its services in connection with this Agreement, Strategic Partners shall receive 2,386,802 shares of the EGPI Common Stock on the Effective Date.
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Additional Consideration for the Merger. As additional consideration for the Merger: (a) San West has paid to Human BioSystems the sum of $25,000, the receipt and sufficiency of which is hereby acknowledged by Human BioSystems. (b) On May 29, 2009 or the Effective Date, whichever occurs sooner, San West will pay the sum of $26,000 to Human BioSystems. (c) Following the Effective Date, selected creditors of Human BioSystems as of the Effective Date shall receive pro rata an amount equal to 20 percent of the net income of Human BioSystems (as hereinafter defined) and 30 percent of any newly invested capital in Human BioSystems until such creditors have been paid in full the discounted amount agreed to by the selected creditors, pursuant to a Settlement Agreement, as set out in Attachment D hereto. As for the other creditors of Human BioSystems existing as of the Effective Date, they shall be paid as may be agreed upon by such creditors and Human BioSystems. (d) Following the Effective Date, Xxxxx Xxxxxx shall be engaged as a consultant to Human BioSystems to assist Human BioSystems in the raising of additional capital. (e) Six months after the Effective Date, Human BioSystems shall sell the properties specified on Attachment E hereto to the parties named in Attachment E for the consideration described therein and pursuant to the form of the agreement described in Attachment E. Provided, however, during the six months from the Effective Date, Human BioSystems shall attempt to sell such properties to any non affiliated third party upon the same terms as described in Attachment E. If following such six-month period, no such non affiliated third party purchases all or any portion of such properties in the manner described in Attachment E, the portion of such properties remaining unsold shall be sold in the manner described in Attachment E. As used herein, the “net income of Human BioSystems” shall mean for any period, gross revenues and other proper income credits, less all proper income charges, including taxes on income, of Human BioSystems for such period, all determined in accordance with GAAP (hereinafter defined), provided that (i) there shall not be included in such revenues (1) any gains resulting from any write-up of assets, (2) any proceeds of any life insurance policy or (3) any gain which is classified as “extraordinary” in accordance with GAAP, and (ii) capital gains may be included in such revenues only to the extent of capital losses. As used herein, “GAAP” shall mean generally accepted ...
Sample 1
Additional Consideration for the Merger. As additional ------------------------------------------- consideration for the Merger and the services rendered hereunder by the Med-X Controlling Stockholder, Cranston shall deliver to the Med-X Controlling Stockholder the sum of $80,000 (the "Cash Consideration"). The Cash Consideration shall be placed in escrow pursuant to the Escrow Agreement described in Attachment C attached hereto (the "Escrow Agreement"), and held in ------------ escrow until the shares of the Med-X Common Stock are trading on the OTCBB as described hereinafter.
Sample 1
Additional Consideration for the Merger. As additional consideration for the Merger, the following shall occur: (a) Before the Effective Date, Litigation Dynamics shall execute a Master Services Agreement with VR Holdings in the form attached hereto as Attachment E. (b) The Litigation Dynamics Shareholders shall be entitled to two shares of the VR Holdings Common Stock, up to a maximum of 20,000,000 shares, for every dollar of revenue, up to a maximum of $10,000,000, which the Subsidiary’s operations generate within the two years from and after the Effective Date. (c) Litigation Dynamics, through CapNet Securities Corporation (“CapNet”) pursuant to a Letter Agreement between CapNet and VR Holdings dated October 24, 2011, as described in Attachment F hereto, will attempt to raise the necessary financing for the legal and accounting advisory and fees for the completion of the Merger and the subsequent reporting requirements for VR Holdings as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as the funding of VR Holdings’ litigation expenses and ongoing expenses, as needed. It is agreed that CapNet will attempt to raise the necessary funds through to the sale of the VR Holdings Common Stock to new investors by means of a private placement pursuant to Regulation D promulgated under the Securities Act. Additional payments to support the on-going litigation and operations for VR Holdings and the Surviving Corporation will be provided as negotiated and needed with the respective vendors of VR Holdings. As part of its compensation for services rendered pursuant to the Letter Agreement described in Attachment E, CapNet will also receive 3,000,000 shares of the VR Holdings Common Stock. (d) In addition, Litigation Dynamics shall cause CapNet to attempt to assist VR Holdings in the management of the Depository Trust Company eligibility process for the shares of the VR Holdings Common Stock currently being quoted for sale on the Over-the-Counter Bulletin Board, as well as to provide subsequent support for the sale of such shares. (e) All expenses of the Merger, including, but not limited to the audit and reporting requirements of the Exchange Act in connection with the Merger, will be paid by Litigation Dynamics and subsequently reimbursed through the sale of the newly issued restricted shares of the VR Holdings Common Stock by CapNet.
Sample 1
Additional Consideration for the Merger. As additional consideration for the Merger, the following shall occur: (a) USD $50,000.00 will be paid to Xxxxxxxx Xxxxxxxxxx within 30 days following the Effective Date. (b) USD $50,000.00 will be paid to Xxxxxx Xxxxxxxx within 30 days following the Effective Date. (c) USD $50,000.00 will be paid to Xxxxxxxx Xxxxxxxxxx within 60 days following the Effective Date. (d) USD $50,000.00 will be paid to Xxxxxx Xxxxxxxx within 60 days following the Effective Date. (e) Management of TAM and the Bioflamex affiliate company shall determine strategy and plans for the subsidiary for the first 12 months, and set and implement an operational cost budget as per the submitted budget estimate (plus/minus 10%), within 30 days following the Effective Date - see Attachment G. The cost budget shall be financed by TAM, and Bioflamex affiliate shall perform monthly cost and sales bookkeeping and reporting to TAM. (f) Management of TAM have reserved US$ 150,000 to cover Bioflamex liabilities from outstanding debt to financing institutions as well as US$ 50,000 to cover operational cost accrued in the interim period from signing of LOI and the Effective Date of Agreement. (g) As of the date of this Agreement, Xxxxxxxx Xxxxxxxxxx owns 43,428,334 shares of the Bioflamex Common Stock. At the closing of this Agreement (the “Closing”), 23,468,334 of the shares of the Bioflamex Common Stock owned by Xxxxxxxx Xxxxxxxxxx shall be cancelled, so that following the Effective Date, Xxxxxxxx Xxxxxxxxxx shall own 19,960,000 shares of the Bioflamex Common Stock, which number shall constitute 4.99 percent of the issued and outstanding shares of the Bioflamex Common Stock. (h) As of the date of this Agreement, Xxxxxx Xxxxxxxx owns 43,428,334 shares of the Bioflamex Common Stock. At the closing of this Agreement (the “Closing”), 23,468,334 of the shares of the Bioflamex Common Stock owned by Xxxxxx Xxxxxxxx shall be cancelled, so that following the Effective Date, Xxxxxx Xxxxxxxx shall own 19,960,000 shares of the Bioflamex Common Stock, which number shall constitute 4.99 percent of the issued and outstanding shares of the Bioflamex Common Stock. (i) Following the Effective Date, Bioflamex shall create a preferred class of shares (the “Bioflamex Preferred Stock”) which will provide among other things that the voting rights of each share of the preferred stock shall equal 10 shares of the Bioflamex Common Stock. TTT Investment Trust shall own 25,500,000 shares of the Bioflamex Preferred Stock and B...
Sample 1

Related to Additional Consideration for the Merger

  • 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.

  • Additional Considerations For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York, at the offices of the mediator or arbitrator or at another location selected by CNHICA or the Seller. Any party or witness may participate by teleconference or video conference. (ii) CNHICA, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Servicer, CNHICA nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.3), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

  • No Additional Consideration For the avoidance of doubt, the transfer or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

  • 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.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

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

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustment of Consideration (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO Shares, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

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