Amount of Consideration. If the Company shall issue or sell any shares of Common Stock or Common Stock Equivalents or any rights or options to purchase any shares of Common Stock or Common Stock Equivalents for cash, then the consideration received therefor shall be deemed to be the amount of cash received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. If the Company shall issue or sell any shares of Common Stock or Common Stock Equivalents or any rights or options to purchase any Common Stock or Common Stock Equivalents for any consideration other than cash, then the amount of such non-cash consideration received by the Company shall be deemed to be the Fair Market Value of such non-cash consideration, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith, as such Fair Market Value shall determined in good faith by a majority of the Board of Directors; provided, however, that in the case of any such issuance or sale to an Affiliate of the Company, such Fair Market Value shall be determined by a nationally recognized investment banking firm chosen by the Board of Directors with the consent of a majority of the Board of Directors.
Amount of Consideration. The Share Consideration shall be the sum of US Dollars 180.36.
Amount of Consideration. In consideration for the contribution, assignment, transfer and conveyance of the Seaniemac Equity Interest to CSC by RDRD pursuant to section 1.1, CSC shall issue, pay and deliver, at the Closing (as such capitalized term is defined in section 7.1), such number of shares (each, an “Exchange Share”) of the common stock, par value $0.001 per share (the “CSC Common Stock”), of CSC as shall equal 95% of the total number of shares of CSC Common Stock outstanding, on a Fully Diluted Basis (as such capitalized term is defined in section 2.2), immediately after the consummation of the Exchange Transaction (rounded to the next whole Exchange Share in the event that, but for this proviso, the Exchange Ratio results in CSC being obligated to issue to RDRD a fractional Exchange Share).
Amount of Consideration the Parties agree to determine the consideration of the Purchased Assets in Article 2.1 with the book value of the Purchased Assets as of August 31, 2009 as the reference. Through negotiations, the Parties agree that Party A pays Party B RMB 400,000 as the consideration for the purchase of the assets from Party B.
Amount of Consideration. As full consideration for the Shares:
(a) at the closing, XXXX shall pay to the Stockholders, by wire transfer of immediately available funds, the sum of $______, subject to adjustment as provided in section 2.3, which shall be payable as follows: (i) $_______ to the Stockholders, (ii) $_____ into a trust account established by the Stockholders and the Affiliates pursuant to an agreement of even date herewith, as more fully described on exhibit III, and (iii) $_____ to the escrow agent under an escrow agreement in the form of exhibit IV ("Escrow Agreement")
(b) at the closing, XXXX shall cause to be issued to the Stockholders ____ shares of Class B Non-Voting Common Stock of XXXX and ___ shares of Class C Non-Voting Common Stock of XXXX, as more fully described on exhibit V (collectively, the "XXXX Shares");
Amount of Consideration. The value of the consideration to be paid by the Buyer will be calculated as (a) 1.5 times the Company’s revenue over the Company’s immediately preceding twelve completed calendar months prior to the execution of the Acquisition Agreement, and (b) plus or minus, as applicable, the amount by which the net working capital of the Company at closing differs from the Target Working Capital (the “Purchase Price”). The Purchase Price remains subject to change upon further due diligence, audit, and/or regulatory reviews. Form of Consideration The Purchase Price shall be paid by the Buyer in the form of shares of common stock of the Buyer (the “Share Consideration”), except for adjustments as set forth below with respect to Assumed Indebtedness and Specified JK Debt. The Share Consideration that shall be issued by the Buyer shall be calculated based on a per-share price of Buyer’s common stock equal to $10.00 per share. Assumed Indebtedness Buyer and the Company intend to use commercially reasonable efforts to effect an assumption by Buyer (or its designated affiliate) of certain debt obligations of the Company, including the Xxxxx Fargo Revolving Loan, City National Bank Revolving Loan, FC Marketplace, LLC term loan and the “Friends and Family” Bridge Loan, and of two City National Bank SBA Loans (the “Assumed Debt Obligations”), on the existing terms thereof. The parties will use reasonable efforts to obtain required lender approvals for such assumption of the Assumed Debt Obligations (including the SBA Loans); however, in the event any of the Assumed Debt Obligations are required to be repaid in cash, or an applicable lender requires repayment, refinancing or amendment to the terms thereof in a manner adverse to the Buyer, the Buyer may elect to repay such amounts in cash and apply the amount of such payments toward the Purchase Price, with a corresponding reduction in the amount of Share Consideration. Repayment by the Buyer shall be in the Buyer’s sole discretion. The aggregate amount of the Assumed Debt Obligations, including any transaction costs related thereto and any portion thereof repaid in cash by the Buyer pursuant to the foregoing, shall be applied toward the Purchase Price and reduce the portion of the Purchase Price payable as Share Consideration. Specified JK Debt Buyer and the Company agree that the Company may incur aggregate indebtedness up to $150,000 in favor of Xxxx Xxxxxx and/or Xxxxx Xxxxx (the “Borrowers”) pursuant to a cash loan made fro...
Amount of Consideration. The Consideration for the Subject Transactions shall be US$ 20 million (United States Dollars twenty Million) (the "Consideration"), which shall be satisfied as follows:
3.1.1 as to US$ 5 million in cash (the "InnoMed Cash Consideration") to be paid by the Purchaser in accordance with Clause 3.2; and
3.1.2 as to US$ 15 million (the "InnoMed Non-Cash Consideration") by the Main Board Listco allotting and issuing 650,000,000 Redeemable CPS (the "Consideration Shares") in accordance with Clause 3.4.
Amount of Consideration. The Seller shall transfer the Interest to the Buyer, including, without limitation, all of the Seller’s rights, title, benefits, privileges in the Joint Venture and the Seller’s interest in the Concessions listed in subparagraphs (a) through (t) on Schedule “A,” with clear title, to the Buyer, in consideration of $8,334.34 MXN per concession for an aggregate of $100,000 MXN (the “Purchase Price”), plus the value added tax on said amounts at the rate of 15%, all of the above against delivery of a Mexican tax invoice of the Seller. In consideration of Xxxx Xxxx’x entering into this Agreement and providing the representations, warranties, covenants and agreements herein and also in consideration of Xxxx Xxxx’x making Amermin enter into this Agreement and bind itself pursuant to its terms, Paramount shall pay Xxxx Xxxx an amount equal to 7,350,000 times the average closing price per share of Paramount’s common shares as reported by the American Stock Exchange (“AMEX”) for the 20 consecutive trading days ending August 21, 2008, being US$8,724,450 (the “Xxxx Consideration”). Concurrent with the execution and delivery of this Agreement certified resolutions of the Board of Directors of Buyer and Paramount and of Seller and Xxxx Xxxx approving transactions contemplated by this Agreement including in the case of Paramount, the issuance of the Xxxx Shares and the Consultant Shares and in the case of Xxxx Xxxx the transfer of the Interest, shall be executed and delivered.
Amount of Consideration. The total consideration to be paid by Chelsea for the Property shall be as follows:
(a) The issuance to Halawa of the Special Units; (b) The assumption of Liabilities on the Property in existence on the Closing Date which will consist solely of first mortgage indebtedness held by the Employee Retirement System of the State of Hawaii ("ERS") and second mortgage indebtedness held by the Bank of Hawaii in an aggregate amount estimated to be $71.2 million, inclusive of principal, interest and contingent interest (collectively, the "Loans"), all of which Loans will be paid in full in cash by Chelsea at the Closing; provided, however that the aggregate amount of the Loans to be paid by Chelsea shall not exceed $75.7 million. The parties agree that each of the Land and Building and other assets described in Schedule 3.1 transferred by Halawa to Chelsea shall be treated as having an initial Gross Asset Value (as such term is defined in Section 1.1 of Chelsea's Amended Limited Partnership Agreement) and a tax basis as set forth on SCHEDULE 3.1 annexed hereto and made a part hereof or on a similar schedule attached to the Amended Limited Partnership Agreement.
Amount of Consideration. Upon satisfying the following conditions:
(i) Employee executes this Agreement;
(ii) Employee executes the NOTICE OF RIGHTS and ACKNOWLEDGMENT OF RECEIPT substantially in the form attached to this Agreement;
(iii) Employee executes the REAFFIRMATION OF AGREEMENT AND GENERAL RELEASE substantially in the form attached to this Agreement (the "Reaffirmation"); and
(iv) Employee executes a written resignation letter addressed to the board of directors of CompX stating that he resigns all director, officer and all other elected or appointed positions of CompX and its subsidiaries effective as of the Resignation Date; CompX shall employ Employee at his current base salary rate with medical benefits until the earlier of (i) the Salary Payment Date or (ii) such time as Employee terminates his employment with CompX upon notice to CompX, in which event and as soon thereafter as reasonably practicable CompX will pay Employee the Lump-Sum Payment. In any event, Employee's employment with CompX shall terminate, unless terminated earlier pursuant to Section 6, on the Termination Date. CompX shall not be obligated to pay Employee any salary or medical benefits for periods subsequent to the Resignation Date in excess of Employee's accrued vacation as of the Resignation Date until Employee has satisfied all the conditions set forth in this Section.
