Amount and Payment of Consideration Sample Clauses

Amount and Payment of Consideration. The purchase price of the Assets shall be One Million Eight Hundred Ninety Thousand and No/100 Dollars ($1,890,000.00) (the "Purchase Price"). The Purchase Price shall be paid as follows: (a) An xxxxxxx money deposit of Twenty Thousand and No/100 Dollars ($20,000.00) (the "Xxxxxxx Money Deposit") to be deposited with an escrow agent acceptable to the parties hereto upon the execution of this Agreement, which Xxxxxxx Money Deposit shall be paid to Seller and Shareholder at Closing (as hereinafter defined) as a credit against the Purchase Price, or returned to the Buyer or paid to the Seller upon termination of this Agreement pursuant to the terms hereof; and (b) Eight Hundred Eighty Thousand and No/100 Dollars ($880,000.00) in cash or immediately available funds at Closing; and (c) The assumption of the Packaging Facility Lease, including assumption of the Shareholder's obligation to satisfy the indebtedness under the First Mortgage Industrial Revenue Bonds ("IRB") associated with such lease and the option to purchase the real property subject to such lease; provided, however, that the principal balance of the obligations under the IRB's shall not exceed Nine Hundred Ninety Thousand and No/100 Dollars ($990,000.00), nor shall the purchase option under the Packaging Facility Lease exceed One Thousand and No/100 Dollars ($1,000.00).
Sample 1
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Amount and Payment of Consideration. (a) The Buyer will issue to the Seller, within 15 days of this Agreement, 500,000 common shares in the capital stock of the Buyer subject to Rule 144 of the Securities Act of 1933; and (b) The Buyer will make a payment, within 15 days of this Agreement, of US $250,000 to the Seller.
Sample 1
Amount and Payment of Consideration. The full consideration for the Purchased Assets shall equal One Million Five Hundred Thousand Dollars ($1,500,000) (the “Purchase Price”). The Purchase Price shall be payable to Seller as follows: (a) One Million Dollars ($1,000,000) shall be payable at the Closing (the “Initial Payment”); (b) Five Hundred Thousand Dollars ($500,000) (the “Milestone Payment”) shall be payable upon the successful integration by Evisions, Inc., a Nevada corporation (“Evisions”), of IntelleCheck 3.0 with Buyer’s systems pursuant to the Integration Plan attached hereto as Exhibit A (the “Integration Plan”). The successful completion of such integration pursuant to the Integration Plan is referred to in this Agreement as the “Payment Milestone.”
Sample 1
Amount and Payment of Consideration. As full consideration for the Assets, the Buyer shall: (a) pay to or for the benefit of Sellers at the closing a cash purchase price (the "Purchase Price") of $23,450,000 plus the amount of all "cure" payments required to be paid in connection with the assumption of the Assumed Contracts (by Bankruptcy Court order or pursuant to an agreement with a contracting party to any Assumed Contract), minus any professional fees and expenses and costs of administration paid by Sellers between September 30, 2002 and the Closing Date, and assume the non-tax priority claims set forth on schedule 2.1(a), of which $20,800,000 will be indefeasibly paid to the Banks; (b) pay to Sellers (i) after the Closing Date, any amounts payable pursuant to section 2.2(c) as provided in sections 2.2(b) and 2.2(c) and (ii) on the Closing Date, the Estimated Post-Petition Tax Amount as provided in section 2.5; and (c) assume, and agree to pay, perform and discharge, certain specific obligations and liabilities of Sellers as set forth in section 2.2(a). The Banks have agreed that subject to the fulfillment of the conditions precedent and delivery of the documents specified in Sections 7 and 8 hereof and the occurrence of a closing no later than December 30, 2002 of the sale of the Assets for an amount not greater than the Purchase Price (as the same may be adjusted pursuant to this agreement), the Banks will accept cash payment to them of $20,800,000 at closing pursuant to this agreement and the transfer to them of the Fort Worth Property to be in full and final satisfaction of all liabilities and obligations of Sellers to the Banks pursuant to the Amended and Restated Revolving Credit Agreement, dated October 13, 2000, and all related documents (the "Bank Debt") or otherwise, and at such closing the Banks will release all Liens they may have against the Assets and waive any rights to assert a deficiency claim against any other assets of the Sellers, including any proceeds from the sale of the Assets that are not payable to the Banks pursuant to the terms of this Agreement.
Sample 1
Amount and Payment of Consideration. The purchase price to be paid by the Buyer for the Assets to be sold, transferred and conveyed by the Seller pursuant to this Agreement shall be, subject to adjustment as provided in Section 2.3 hereof (such purchase price, as adjusted, the "Purchase Price"): (a) cash in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), paid by check or wire transfer, and (b) an aggregate number of shares (the "Hi-Rise Shares") of the common stock, par value $0.01 per share (the "Common Stock"), of Parent determined by dividing $300,000 by the average of the last reported sale prices of the Common Stock as quoted on the Nasdaq SmallCap Market as reported by the WALL STREET JOURNAL during the thirty (30) trading days ending five (5) trading days immediately preceding the Closing Date (as defined below). On the Closing Date, Parent shall deliver to the Escrow Agent (as defined below) a stock certificate duly registered in the name of the Seller representing the Hi-Rise Shares.
Sample 1
Amount and Payment of Consideration. As full consideration for the Assets, including the covenant not to compete pursuant to the Non-competition Agreement referred to in section 8.3, at the closing the Buyer shall (a) pay to Seller, in accordance with section 2.2, a purchase price of $11,537,500, subject to adjustment as provided in section 2.5 ; and (b) as sume, and agree to pay, perform and discharge (subject to the provisions of the LMA Agreement and the apportionment provisions of section 2.5) all of the obligations of the Seller relating to the operations of the Stations and BMS that arise after 12:00 Midnight on the Closing Date under those leases and other agreements relating to the operations of the Stations and BMS assigned to the Buyer pursuant to sections 1.1(d) and 1.1(f) (except as provided in section 6.8 herein).
Sample 1
Amount and Payment of Consideration. As full consideration for the assets to be purchased by Campus Voice pursuant to this agreement: (a) upon execution of this agreement Campus Voice is delivering to Seller (i) its secured promissory note in the principal amount of $300,000 due December 31, 2006 and bearing interest at the rate of 12% a year, in the form of exhibit 2.1(a)(i) (the "Junior Secured Note"), and (ii) its secured promissory note in the principal amount of $1,263,222.83 due December 31, 2006 and also bearing interest at the rate of 12% a year, in the form of exhibit 2.1(a)(ii) (the "Second Junior Secured Note"); and (b) Campus Voice hereby assumes, and agrees to pay, perform and discharge, all obligations under the agreements, commitments and orders referred to in schedule 2.1(b), to the extent that they remain unperformed or unfulfilled on, or by their terms continue in effect after, the date of this agreement. The parties recognize that the Assets include the rights under various agreements, commitments and orders to which Gates was a party as of December 20, 1996 and that, except for agreements, commitments and orders referred to in schedule 2.1(b), neither Seller nor Campus Voice has assumed liability for the performance of any of those agreements, commitments and orders.
Sample 1
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Amount and Payment of Consideration. As full consideration for the Assets: (a) upon execution of this agreement, Buyer is issuing and delivering to Seller 70,000 shares of its common stock; (b) not later than October 15 in each of the years 1998, 1999 and 2000, Buyer shall issue and deliver to Seller 6,666 shares of its common stock, except that Seller shall not be entitled to receive any shares in any year unless (i) the gross profit (as defined below) of the Business for the fiscal year immediately preceding the year in which the shares are to be issued was at least $481,000 for the fiscal years ended June 30, 1998 and 1999 and $749,000 for the fiscal year ended June 30, 2000, and (ii) both of Seller's Shareholders were employed by Buyer during the entire fiscal year immediately preceding the year in which the shares are to be issued (unless such employment was terminated by death or by Buyer other than pursuant to section 6 or 7 of such Seller's Shareholder's employment agreement); and (c) Buyer hereby assumes, and agrees to pay, perform and discharge (i) all of Seller's trade accounts payable and accrued expenses listed on schedule 2.1 and (ii) all of Seller's obligations under the agreements, commitments and orders listed on schedule 4.8(a), to the extent that they remain unperformed or unfulfilled on, or by their terms continue in effect after, the date of this agreement.
Sample 1

Related to Amount and Payment of Consideration

  • 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.

  • 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.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)

  • Calculation and Payment of Interest (a) Interest on the outstanding principal amount from time to time of each Prime Rate Loan and Base Rate Canada Loan shall accrue from day to day from and including the date on which credit is obtained by way of such Loan to but excluding the date on which such Loan is repaid in full (both before and after maturity and as well after as before judgment) and shall be calculated on the basis of the actual number of days elapsed divided by 365 or 366, as the case may be. (b) Interest on the outstanding principal amount from time to time of each LIBOR Loan shall accrue from day to day from and including the date on which credit is obtained by way of such Loan to but excluding the date on which such Loan is repaid in full (both before and after maturity and as well after as before judgment) and shall be calculated on the basis of the actual number of days elapsed divided by 360. (c) Accrued interest shall be paid, (i) in the case of interest on Prime Rate Loans and Base Rate Canada Loans, in arrears monthly on the 22nd day of each calendar month; and (ii) in the case of interest on LIBOR Loans, on the last day of the applicable Interest Period; provided that, in the case of Interest Periods of a duration longer than three months, accrued interest shall be paid no less frequently than every three months from the first day of such Interest Period during the term of such Interest Period and on the date on which such LIBOR Loans are otherwise required to be repaid.

  • 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.

  • 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.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Form of Consideration The consideration to be paid for the Option Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board of Directors and may consist entirely of cash, check, other shares of Common Stock having a fair market value on the date of surrender equal to the aggregate exercise price of the Option Shares as to which said option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Option Shares to the extent permitted under the laws of the state of incorporation of the Company. In making its determination as to the type of consideration to accept, the Board of Directors shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

  • 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.

  • Interest and Payments The rate at which the Notes shall bear interest shall be 87/8%. With respect to the Series A Notes, interest shall accrue from the date hereof. With respect to the Series B Notes, the date from which interest shall accrue shall be the date on which interest was most recently paid on the Series A Notes, or if there has been no Interest Payment Date relating to the Series A Notes prior to the issuance of the Series B Notes, interest shall accrue from the date hereof. The Interest Payment Dates for the Notes on which interest will be payable shall be April 1 and October 1 of each year, beginning October 1, 2001; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be March 15 with respect to the April 1 Interest Payment Date and September 15 with respect to the October 1 Interest Payment Date. Interest on overdue principal and premium, if any, from time to time, shall be at a rate of 2% per annum in excess of the rate then in effect; interest on overdue installments of interest and Special Interest, if any, from time to time, shall be at the same rate, to the extent lawful; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. The place where the principal of (and premium, if any) and interest, including, Special Interest, if any, with respect to and interest on the Notes shall be payable and the Notes may be surrendered for the registration of transfer or exchange shall be the Corporate Trust Office of the Trustee which, as of this writing, is located at 100 Wall Street, 20th Floor New York, New York 10005, Attention: Corpoxxxx Xxxxx Xxxxxxxxxxxxxx. Xxx xxxxx xxxxx xxxxxxx xr demands to or upon the Company in respect of the Notes and this Sixth Supplemental Indenture may be served shall be the Corporate Trust Office of the Trustee. In addition, payment of interest (including any Special Interest) on any Note may, at the option of the Company, be made by check mailed to the address of the Person in whose name the Note is registered at the close of business on the Regular Payment Date; provided, however, that all payments of principal, and premium (including Special Interest, if any), if any, and interest on the Notes to Holders of which have given wire instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date shall be made by wire transfer to an account maintained by such Holder entitled thereto as specified by such Holder in the instructions.

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