AGGREGATE CONSIDERATION AND PAYMENT Clause Samples
The "Aggregate Consideration and Payment" clause defines the total amount of compensation or value to be exchanged between parties under an agreement and outlines the terms and methods for making such payments. This clause typically specifies the overall purchase price or sum due, details any installment schedules, and may address adjustments, deductions, or timing of payments. By clearly stating the total consideration and the payment process, it ensures both parties understand their financial obligations and helps prevent disputes over payment terms or amounts.
AGGREGATE CONSIDERATION AND PAYMENT. (a) Subject to the adjustments contained in Section 3.2 and Section 3.3 below, the aggregate consideration to be paid by the Buyer to the Sellers in consideration of the sale of the Purchased Assets shall be equal to:
(i) the aggregate amount of the Assumed Liabilities as of the Closing;
(ii) $8,000,000 in cash, subject to adjustment as provided in Section 3.2(b) hereof (the "CASH CONSIDERATION"); plus
(iii) that number of shares of Buyer Common Stock obtained by dividing $9,862,500 by the Closing Price; provided that such number shall be rounded to the nearest whole number (the "PURCHASE SHARES").
(b) The Aggregate Consideration shall be paid by Buyer as follows:
(i) the Cash Consideration shall be paid by wire transfer to the Sellers at the Closing;
(ii) 68,973 of the Purchase Shares shall be delivered to the Sellers at the Closing; and
(iii) 140,600 of the Purchase Shares (the "Holdback Shares") shall be reserved for issuance by the Buyer at Closing and, subject to Sections 3.4, 3.5, 10.1(b)(iv), 10(b)(v) and 10.5 hereof, delivered to the Sellers as follows:
(A) 34,433 of the Holdback Shares shall be delivered to the Sellers on the first anniversary of the Closing Date;
(B) 71,734 of the Holdback Shares shall be delivered to the Sellers on the second anniversary of the Closing Date; and
(C) 34,433 of the Holdback Shares shall be delivered to the Sellers on the third anniversary of the Closing Date.
(c) At the Closing, the Buyer shall also assume the Assumed Liabilities.
AGGREGATE CONSIDERATION AND PAYMENT. (a) Subject to the adjustment contained in Section 3.2 below, the aggregate consideration to be paid by the Buyer to the Seller (the "AGGREGATE CONSIDERATION") in consideration of the sale of the Purchased Assets shall be equal to:
(i) the aggregate amount of the Assumed Liabilities as of the Closing; plus
(ii) the difference of $13,000,000 minus the Estimated Adjustment Amount, in cash.
(b) The cash portion of the Aggregate Consideration shall be paid by Buyer as follows:
(i) the difference of $11,700,000 minus (1) the result of 0.9 times the Estimated Adjustment Amount and (2) the Transfer Tax Contribution shall be paid by wire transfer to the Seller at the Closing;
(ii) the difference of $1,300,000 minus the result of 0.1 times the Estimated Adjustment Amount shall be delivered to the Escrow Agent at the Closing under the Escrow Agreement as provided by Section 3.4 below (the "ESCROWED CONSIDERATION"); and
(iii) the Transfer Tax Contribution shall be held by Buyer until all of the Transfer Tax Returns have been filed and all of the Transfer Taxes required to be remitted by Buyer have been remitted at which time that portion of the Transfer Tax Contribution not required to be paid to a Governmental Authority pursuant to Section 2.5 hereof (if any) shall be paid by wire transfer to Seller within five (5) business days along with a certificate stating the amount of Transfer Tax paid.
AGGREGATE CONSIDERATION AND PAYMENT. (a) The aggregate consideration to be paid by the Buyer to KT (the "AGGREGATE CONSIDERATION") in consideration of the sale of the e-Diagnostics Infrastructure and the Purchased Assets shall be equal to:
(i) The aggregate amount of the Assumed Liabilities as of the Closing; plus
(ii) On the Closing Date, that number of duly authorized, fully paid and validly issued shares of Buyer Common Stock which represents an aggregate value equal to $16,000,000 at the Formula Price (the "INITIAL SHARES"); plus
(iii) On the date that is thirteen (13) months after the Closing Date, $17,000,000 in cash or that number of duly authorized, fully paid and validly issued shares of Buyer Common Stock which represents an aggregate value equal to $17,000,000 at the Formula Price or any combination thereof with an aggregate value equal to $17,000,000; plus
(iv) Earn-out payments calculated in accordance with EXHIBIT A attached hereto (the "EARN-OUT PAYMENTS") in cash, duly authorized, fully paid and validly issued shares of Buyer Common Stock valued at the Formula Price or a combination thereof, not to exceed an aggregate of $8,000,000; plus
(v) Royalty payments in accordance with EXHIBIT B attached hereto (the "ROYALTY PAYMENTS") in cash, duly authorized, fully paid and validly issued shares of Buyer Common Stock valued at the Formula Price or a combination thereof.
(b) Buyer shall have the sole discretion to determine the combination of cash and shares of Buyer Common Stock paid to Sellers pursuant to (a)(iii), (iv) and (v) hereof. Any shares of Buyer Common Stock issued pursuant to (a)(iii), (iv) and (v) hereof are referred to herein as "ADDITIONAL PURCHASE SHARES" and together with the Initial Shares, the "PURCHASE SHARES."
AGGREGATE CONSIDERATION AND PAYMENT. (a) Subject to the adjustment contained in Section 3.2 below, the aggregate consideration to be paid by the Buyer to the Sellers (the "AGGREGATE CONSIDERATION") in consideration of the sale of the Purchased Assets shall be equal to:
(i) the aggregate amount of the Assumed Liabilities as of the Closing; and
(ii) 850,000 (subject to adjustment) shares of Buyer Common Stock (the "PURCHASE SHARES").
(b) The Aggregate Consideration shall be paid by Buyer as follows:
(i) 85,000 of the Purchase Shares shall be delivered to the Escrow Agent promptly after the Closing Date under the Escrow Agreement as provided by Section 3.4 below (the "ESCROWED PURCHASE SHARES");
(ii) 25,000 of the Purchase Shares (the "HOLDBACK SHARES") shall be reserved for issuance by the Buyer pending adjustment in accordance with Section 3.2 below; and
(iii) 740,000 of the Purchase Shares (the "BALANCE PURCHASE SHARES") shall be delivered to the Sellers promptly after the Closing Date.