Apportionment of Consideration. 3.6.1 The Share Consideration shall be apportioned between:
(a) the Sellers in the manner set out in Column (4) of Part (A) of Schedule 1; and
(b) the Called Shareholders in the manner set out in Column (4) of Part (B) of Schedule 1.
3.6.2 The Loan Note Consideration shall be apportioned between the Sellers in the manner set out in a notice to be delivered by the Sellers to the Buyer on Second Completion.
Apportionment of Consideration. Such Foreign Subsidiary covenants that it will agree to the apportionment and application of the consideration to be paid by Buyer to S & W pursuant to this Agreement in respect of the assets of such Foreign Subsidiary that are to be sold to Buyer hereunder; provided, however, that the consideration to be allocated to such Foreign Subsidiary must be paid to or effectively credited to such Foreign Subsidiary under governing financial accounting practices and, provided further, that such Foreign Subsidiary shall not be obligated to convey an asset if the consideration to be paid in respect of the asset is determined by its directors acting in good faith to be manifestly unfair to such Foreign Subsidiary or otherwise to constitute less than fair value for such asset and such determination by the Board of Directors is supported by the determination of a firm of independent chartered accountants selected by such Foreign Subsidiary and Buyer for such purpose.
Apportionment of Consideration. 3.3.1 The Consideration shall be apportioned among the Assets as set out in the Allocation Schedule. Each of the Purchaser and the Seller shall use the apportionment of the Consideration among the Assets as set out in the Allocation Schedule (and where applicable amended in accordance
Apportionment of Consideration. The Consideration shall be apportioned as between the Ordinary Shares and the A Preference Shares as follows:
3.3.1 £818,843.70, being the aggregate principal amount of A Preference Shares and all dividends accrued and outstanding on such shares in accordance with the articles of A18786646/12.0a/20 Nov 2014 association of the Company to (but excluding) the Closing Date shall be payable to the Institutional Seller for the A Preference Shares (the “Preference Shares Consideration”); and
3.3.2 £89,842,238.34 shall be payable, in aggregate, to the Sellers for the Ordinary Shares (the “Ordinary Shares Consideration”).
Apportionment of Consideration. The Consideration payable by the Purchaser shall be apportioned in accordance with Column B of Schedule 2 (Assets).11 10 Explanatory note: Any circumstances that require the transfer of any Assets otherwise than with Full Title Guarantee will be dealt with on a project specific basis.
Apportionment of Consideration. Consideration, if any, paid by [*] shall be [*] based on [*]. The [*] shall be calculated [*] to which [*] relates to as follows: (a) [*] in the applicable country, divided by (b) the [*] in the applicable country, less [*] which are allocable to [*], and which are in accordance with the Accounting Standard for such period. The Parties shall negotiate in good faith and agree upon the [*] to be used on a consistent basis to [*] between the Parties (the “[*]”). Genentech shall pay to NewLink [*] within [*] after receipt of the applicable consideration from [*]. For the purpose of clarity, any [*] under [*] shall not (x) be [*] or (y) be [*].
Apportionment of Consideration. The Consideration payable by the Purchaser shall be apportioned in accordance with Column B of Schedule 2 (Assets).11
Apportionment of Consideration. £ Schedule 2 The Property Particulars of the Property Schedule 3 Part 1 Employees Part 2 US Employees Part 3 Non Transferring Employees Schedule 4 Contracts Part 1 Business Contracts
Apportionment of Consideration. The value attributed by the Vendor and the Purchaser to the Assets is as follows and the total amount of the consideration payable under clause 2.3.1 is accordingly allocated as follows: GRS Capital Equipment euro 1,100,000 Patents and Know-How relating to Gastro-Intestinal Permeation Enhancement Technology euro 400,000 Patents and Know-How relating to GRS Improvements euro 200,000 Patents and Know-How relating to Blood Brain Barrier Technology and Vaccine Technology euro 100,000 As between the Patents and the Know-How referred to above the Purchaser has attributed the consideration referred to above as follows: Irish situate Patents (including European patents and applications and PCT applications, with an Irish dimension): euro 250,000 The Know-How and all other Patents: euro 450,000 together with any future payments to be made pursuant to clause 2.3 and clause 5 The Purchaser acknowledges that the Vendor makes no representation about the realisable value of the Assets.
Apportionment of Consideration. The Business Contracts
