Amount and Form of Consideration Sample Clauses

Amount and Form of Consideration. The total purchase price to be paid by Buyer to Seller in consideration of the Member Interests is One Billion ($1,000,000,000) in United States dollars (the “Base Purchase Price”), subject to adjustment as provided in Section 3.4 (the Base Purchase Price, as so adjusted, is the “Purchase Price”).

Amount and Form of Consideration. The consideration to be paid by Purchaser to Seller in full consideration of the Purchased Equity Interests and the Purchased Assets shall consist of: (a) U.S.$ 2,300,000,000.00 (the “Initial Cash Consideration”) in cash, subject to adjustment as set forth in Section 2.3 and 6.12 (the Initial Cash Consideration, as so adjusted, the “Final Cash Consideration”), to be paid in the manner and at the time set forth in Sections 2.2 and 2.3; and (b) the assumption by Purchaser and/or one or more of its Designated Affiliates on and as of the Closing Date of the Assumed Liabilities.

Amount and Form of Consideration. The consideration to be paid by Purchaser to Seller and its Subsidiaries (other than an Acquired Company) in full consideration of the Purchased Shares and the Purchased Assets shall consist of: (a) U.S.$1,105 million (the "INITIAL CASH CONSIDERATION") in cash, subject to adjustment as set forth in Section 2.3 (the Initial Cash Consideration, as so adjusted, the "FINAL CASH CONSIDERATION"), to be paid in the manner and at the time set forth in Sections 2.2 and 2.3; and (b) the assumption by Purchaser on and as of the Closing Date of the Assumed Liabilities.

Amount and Form of Consideration. On the Closing Date (i) in consideration of Magellan's transfer and contribution of the Contributed Assets to OpCo, OpCo shall deliver to Magellan fifty percent (50%) of the issued and outstanding capital equity interests in OpCo (the "MAGELLAN INTEREST"), and (ii) in consideration of Crescent's transfer and contribution of the Crescent Contribution to OpCo, OpCo shall deliver to Crescent fifty percent (50%) of the issued and outstanding capital equity interests in OpCo (the "CRESCENT INTEREST").

Amount and Form of Consideration. The consideration for the -------------------------------- acquisition of the Assets shall be $6,500,000: (a) Of such, $1,500,000 shall be a nonrefundable deposit (the "Deposit") to be paid by wire transfer within 24 hours after all of the following shall have occurred: (i) approval of the execution of this offer letter and authorization of the consummation of the Transaction by the Board of Directors of the Seller shall have occurred; (ii) this offer letter shall have been executed by an executive officer of the Seller thereunto duly authorized; and (iii) there shall have been delivered to the Purchaser, by facsimile transmission to the attention of Xxxxxxx Xxxx at (000) 000-0000, a copy of resolutions of the Board of Directors of the Seller approving the execution of this offer letter and authorizing all actions necessary to consummate the Transaction, with such resolutions accompanied by a certificate executed by the Secretary or an Assistant Secretary of the Seller certifying (A) that the copy of such resolutions is a true, correct, and complete copy of resolutions adopted by the Board of Directors of the Seller with respect to such matters, (B) that such resolutions were duly authorized by the requisite vote of the duly elected members of the Board of Directors of the Seller, and (C) that neither such resolutions nor the actions authorized thereby have been altered, modified or rescinded and that such resolutions, which are the only resolutions relating to the subject matter thereof, remain in full force and effect as of the date of such certificate. In the event that the Seller does not receive the Deposit on or before the end of such 24-hour period, the Seller may, at its option, terminate this offer letter without any further obligation to GTCO. In the event that the Transaction is not consummated for any reason, the Seller shall be entitled to retain for its own account the Deposit without any obligation to return any portion thereof to GTCO. (b) The $5,000,000 balance of such consideration shall be paid at Closing (as hereinafter defined) as described in Paragraph 4 below.

Amount and Form of Consideration. The consideration to be paid to Seller and its Subsidiaries (other than an Acquired Company) in full consideration of the Purchased Shares and the Purchased Assets shall consist of: (a) U.S.$1,024.5 million, consisting of (i) U.S.$950 million (the “Initial Cash Consideration”) in cash, subject to adjustment as set forth in Section 2.3 (the Initial Cash Consideration, as so adjusted, the “Final Cash Consideration”), to be paid by Purchaser in the manner and at the time set forth in Sections 2.2 and 2.3, and (ii) a note issued by Affinia Group Holdings Inc., a Delaware corporation and the indirect parent of Purchaser (“Parent Purchaser”), substantially in the form attached hereto as Exhibit K in the principal amount of U.S.$74.5 million (the “Note"), subject to adjustment as set forth in Section 2.3, to be delivered to Seller at the Closing, in each case in exchange for the assets as set forth on Schedule 2.4; and (b) the assumption by Purchaser on and as of the Closing Date of the Assumed Liabilities.”

Amount and Form of Consideration. (a) The purchase price to be paid by Buyer to the Sellers in consideration of the Shares shall be an amount (the "Initial Purchase Price") in cash equal to: (i) $104,000,000; plus (ii) the sum of (A) the amount of the Initial Net Working Capital and (B) the Excess Tax Benefit Amount; minus (iii) the sum of (A) the Bank Credit Facility Pay-off Amount, (B) the Subordinated Notes Pay-off Amount, (C) the Investment Banking Fee Amount, (D) the Other Transaction Costs Amount, and (E) the Management Compensation Amount other than the portion thereof payable to Sellers pursuant to Section 6.4(a). (b) The final purchase price to be paid by Buyer to Sellers in consideration of the Shares shall be the Initial Purchase Price, as adjusted by virtue of the payment by Buyer or Seller of the Net Working Capital Adjustment Amount in accordance with Section 3.3 (the "Purchase Price"). (c) The Purchase Price shall be allocated (i) first to the Preferred Shares, to the extent of the full face amount and preferred return thereon and (ii) second, to the Common Shares. (d) Subject to Section 3.4, the Purchase Price shall be paid to Sellers in such proportions as the Seller Representative shall specify in a written notice, which shall be delivered to Buyer by the Seller Representative at least two Business Days prior to the Closing Date.

Amount and Form of Consideration. The consideration to be paid by Purchaser to the Company in consideration of (i) the Shares and the Nonvoting Warrant exercisable for 675,000 Nonvoting Warrant Shares shall be an aggregate amount in cash equal to U.S. $13,500,000 (the "Share Purchase Price") and (ii) the Notes and the Nonvoting Warrants exercisable for 772,727 Nonvoting Warrant Shares and 295,455 Nonvoting Warrant Shares, respectively, shall be an aggregate amount in cash equal to U.S. $23,500,000 (the "Notes Purchase Price" and, together with the Share Purchase Price, the "Purchase Price").

Amount and Form of Consideration. The purchase price to be paid by Buyer to Seller in consideration of the Shares (subject to the purchase price adjustment provisions of Section 3.3) is $92,545,200 in United States dollars. The purchase price to be paid by Buyer to Seller in consideration of the Limited Partner Interest (subject to the purchase price adjustment provisions of Section 3.3) is $934,800 in United States dollars. Buyer and Seller will bear equally the cost of any documentary, stamp, sales and excise or other Taxes (other than income Taxes, including without limitation, Texas franchise tax, which shall be payable by Seller) payable in respect of the transfer of the Shares or the Limited Partner Interest.

Amount and Form of Consideration. In consideration for the contribution of the Assets, NestBuilder agrees to issue to RealBiz one hundred (100) shares of NestBuilder common stock.