Adjustment in Consideration Sample Clauses

Adjustment in Consideration. The parties acknowledge that the consideration being paid by Optelecom in connection with the transactions contemplated hereby (the "Transaction Consideration") was agreed to by it in part because of the future value that it expects to be created by the services of the Browns in connection with the operations of Paragon subsequent to the Closings. Each of the Browns agrees that if, at any time prior to the third anniversary of the Closing Date any of them shall voluntarily terminate his employment (for reasons other than death, disability, or unreasonable or oppressive conduct by the Company) or shall conduct himself in the discharge of his duties in a manner that he knew or ought to have known to be likely to result in material financial impairment of the Company or its prospects, an adjustment shall be made in the Transaction Consideration. For the avoidance of doubt, the standard for termination for cause under the Employment Agreement is distinct, separate and different from the standards giving rise to an adjustment in consideration set forth in preceding sentence. The adjustment shall be determined by multiplying $406,250 by a fraction the numerator of which is the difference between 1,095 and the number of calendar days between the Closing Date and the date on which the cessation or termination of services occurs and the denominator of which is 1,095 (the "Transaction Consideration Adjustment"). Within 30 days after the cessation or termination of services under his Employment Agreement, the departing Brown shall pay the amount of the Transaction Consideration Adjustment xx xxlivering to Optelecom cash in US dollars or Optelecom Shares or some combination thereof (the "Adjustment Payment"). For this purpose, Optelecom Shares shall be valued at the Adjusted Closing Price Per Share. The certificates representing any Optelecom Shares delivered to Optelecom shall be accompanied by a stock power therefor endorsed in blank and the departing Brown's written representation and warranty that he holds good and markxxxxxx title to the shares free and clear of all encumbrances and security interests of any nature. Until the Adjustment Payment has been made in full, Optelecom may withhold any amounts due from it or its affiliates to the departing Brown; the departing Brown will not, without Optelecom's written consenx, xxll or transfer axx Xxtelecom Shares; and Optelecom may issue to its transfer agent stop-transfer instructions with respect to any Optelecom Sha...
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Related to Adjustment in Consideration

  • 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.

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

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

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • 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

  • Transaction Consideration The Transaction Consideration;

  • 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.

  • 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.

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