AGGREGATE CONSIDERATION AND PAYMENT Sample Clauses

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.
Sample 1
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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.
Sample 1
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.
Sample 1
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."
Sample 1

Related to AGGREGATE CONSIDERATION AND PAYMENT

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • 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.

  • 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 $9,580,000., 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).

  • Calculation and Payment Interest on LIBOR Loans and all other Obligations and the amount of any fees set forth in Subsection 1.4 shall be calculated on the basis of a three hundred sixty (360) day year for the actual number of days elapsed. Interest on the Base Rate Loans shall be calculated on the basis of a three hundred sixty-five or -six (365-6) day year for the actual number of days elapsed. The date of funding or conversion to a Base Rate Loan and the first day of an Interest Period with respect to a LIBOR Loan shall be included in the calculation of interest. The date of payment of any Loan and the last day of an Interest Period with respect to a LIBOR Loan shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made, one (1) day’s interest shall be charged. Interest accruing on the Base Rate Loan is payable in arrears on each of the following dates or events: (i) the last day of each calendar quarter; (ii) the prepayment of such Loan (or portion thereof); and (iii) the applicable Maturity Date or the Revolving Loan Expiration Date, as the case may be, whether by acceleration or otherwise. Interest accruing on each LIBOR Loan is payable in arrears on each of the following dates or events: (i) the last day of each applicable Interest Period; (ii) if the Interest Period is longer than three (3) months, on each three-month anniversary of the commencement date of such Interest Period; (iii) the prepayment of such Loan (or portion thereof); and (iv) the applicable Maturity Date or the Revolving Loan Expiration Date, as the case may be, whether by acceleration or otherwise.

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • Computation and Payment Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Computation and Payment of Fee The advisory fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the annual advisory fee rate, and multiplying this product by the Managed Assets of the Fund, determined in the manner established by the Directors, as of the close of business on the last preceding business day on which the Fund's net asset value was determined.

  • Termination and Payment Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

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