Asset Purchase Consideration Sample Clauses
The Asset Purchase Consideration clause defines the total amount and form of payment that the buyer will provide to the seller in exchange for the assets being acquired. This clause typically outlines whether the consideration will be paid in cash, shares, promissory notes, or a combination thereof, and may specify payment schedules, adjustments, or conditions tied to the final amount. Its core function is to ensure both parties have a clear, mutual understanding of the value exchanged in the transaction, thereby reducing the risk of disputes over payment terms.
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Asset Purchase Consideration. (a) The consideration to be paid by Buyer and Newco at Closing (the “Purchase Price”) for the Acquired Assets shall equal to (i) five (5) times trailing earnings before income taxes, depreciation and amortization (EBITDA) of Seller for the trailing 12 months prior to July 31, 2004, as set forth on Schedule 2.2(a) of the Disclosure Schedule, subject to the adjustments set forth in Section 2.2(b) below.
(b) In the event that the shareholder equity of Seller as of the Closing Date (the “Closing Shareholder Equity”) is less than the greater of: (i) Seven Hundred Sixty-One Thousand Six Hundred Forty-Four Dollars ($761,644) which is the shareholder equity of Seller as of May 31, 2004 or (ii) Seven Hundred Eight Thousand Eight Hundred Fifty-None Dollars ($708,859) which is the shareholder equity of Seller as of July 31, 2004 (the higher of (i) and (ii) being referred to as the “Base Shareholder Equity”), an adjustment to the Purchase Price shall be made within thirty (30) days after the Closing Date by reducing the Purchase Price by an amount equal to the difference between the Base Shareholder Equity and the Closing Shareholder Equity (the “Reduction Amount”). The Reduction Amount to which Buyer is entitled shall be paid out of the Cash Holdback and the Holdback Shares in accordance with the Escrow Agreement (as hereinafter defined). In the event that the aggregate of the Cash Holdback and the Holdback Shares held in escrow is insufficient to pay the Reduction Amount in full, then Seller shall pay Buyer such deficiency in cash within thirty (30) days after such adjustment.
(c) At Closing, seventy-five percent (75%) of the Purchase Price shall be paid in cash or certified funds or bank wire transfer (the “Cash Purchase Price”) and twenty-five percent (25%) of the Purchase Price shall be paid in Common Stock (the “Stock Purchase Price”), as valued in accordance with Section 2.2 (c )(iv) as follows:
(i) Four Hundred Fifty Thousand Dollars ($450,000) in cash (the “Cash Holdback”) shall be deposited into escrow pursuant to the escrow agreement by and among Buyer, Seller, Shareholders and Associated Bank, substantially in the form of Exhibit A hereto (the “Escrow Agreement”), by certified or bank check or bank wire transfer;
(ii) One Hundred Fifty Thousand Dollars ($150,000) in Common Stock (the amount of which shall be determined by dividing $150,000 by the Fair Market Value per share of Common Stock) (the “Holdback Shares”) shall be deposited into escrow pursuant to...
Asset Purchase Consideration. At Closing, in consideration for the sale, transfer, conveyance, assignment, and delivery of the Acquired Assets by the Company to the Purchaser, and the assumption by the Purchaser of the Assumed Liabilities from the Company, the Company shall be entitled to receive, in the manner described in Section 2.4 below, Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00), subject to post-Closing adjustment as provided in Section 2.7 below (the "ASSET PURCHASE CONSIDERATION").
Asset Purchase Consideration. In the event that the Asset Purchase is consummated, subject to the holdback provisions set forth in Section 1.5, the set-off rights of the Purchaser pursuant to Sections 1.8 and 8.5 and completion of the milestones set forth in this Section 1.4, the Purchaser shall make the purchase price payments, in aggregate Two Million Seven Hundred Thousand Dollars ($2,700,000.00) plus a percentage of Net Product Revenue, to the Company as set forth in this Section 1.4 and subject to the terms of Section 1.4, 1.6 and 1.7.
Asset Purchase Consideration. At the Asset Purchase Closing, and subject to the terms and conditions of this Agreement, in consideration of the Asset Purchase and the Corning Cash Contribution, Avanex shall issue and deliver to Corning that number of duly authorized, validly issued, fully paid and nonassessable shares of Avanex Common Stock equal to the product of (A) 0.17, multiplied by (B) the quotient obtained by dividing (x) that number of shares of Avanex Common Stock outstanding immediately prior to the Asset Purchase Closing and the Share Acquisition Closing by (y) 0.55, or in the event that Parent receives cash in substitution for a portion of the shares of Avanex common stock pursuant to Section 2.9, one minus the sum of 0.17 and the actual percentage of shares to be issued to Parent. Following the date hereof and prior to the Asset Purchase Closing, Corning and Avanex shall use commercially reasonable efforts to agree on an allocation of a portion of the Asset Purchase Consideration to the Purchased Corning Assets located in Italy for Italian tax purposes.
Asset Purchase Consideration. In full consideration for the transfer of the Acquired Assets, ▇▇▇▇▇▇ shall (i) pay to Associated Bank, National Association the approximate sum of no greater than Three Hundred Thousand Dollars ($300,000) on the promissory note dated November 15, 2008 executed by Next Generation (the “Associated Bank Note”), (ii) assume the Assumed Liabilities and (iii) issue and deliver to Next Generation and Research, in the aggregate, six hundred thousand (600,000) shares of ▇▇▇▇▇▇’▇ common stock, par value $0.01 per share (the “▇▇▇▇▇▇ Common Shares”), of which three hundred thousand (300,000) ▇▇▇▇▇▇ Common Shares shall be subject to the Escrow Agreement set forth in Section 2.3 herein (the “Purchase Price”). ▇▇▇▇▇▇ hereby approves the transfer and assignment of the ▇▇▇▇▇▇ Common Shares from Research to Next Generation and from Next Generation to its members, subject to the execution and delivery by such members to ▇▇▇▇▇▇ of the investment representations set forth in Section 5.10.
Asset Purchase Consideration. (a) The consideration to be paid by Buyer and Buyer Parent, as applicable, at Closing (the "Purchase Price") for the Acquired Assets shall consist of:
(i) 66,500,000 shares of Common Stock to be paid to the Seller (the "Primary Consideration");
(ii) 5% of the outstanding shares of Sub Common Stock (the "Sub Consideration");
(iii) 5,000,000 shares of Common Stock, to be allocated to the employees set forth on Schedule 2.2(a)(iii), as a retention bonus to Seller's employees (the "Retention Shares");
(iv) $620,000 to be paid in Common Stock (the "Covenant Shares") which shall be determined by dividing such amount by the Fair Market Value per share of Common Stock and which shall be paid to ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ according to Schedule 2.2(a)(iv) as payment of severance;
(v) $1,000,000 to be paid in Common Stock (the "Additional Investment Shares") which shall be determined by dividing such amount by the Fair Market Value per share of Common Stock and which shall be paid to the Company;
(vi) $448,154.16 in deferred compensation to be paid in cash to the employees of Seller listed on Schedule 2.2(a)(vi); and
(vii) the assumption by Buyer of the Assumed Liabilities.
(b) The consideration to be paid by Buyer at the one (1) year anniversary of the Closing (the "Holdback Consideration") for the Acquired Assets shall consist of:
(i) 7,150,000 shares, which shall be retained by Buyer from the Primary Consideration described in Section 2.2(a)(i) (the "Escrowed Shares"), pursuant to the Holdback Agreement by and between Buyer and Seller, substantially in the form of Exhibit A to this Agreement (the "Holdback Agreement"), minus any claims for indemnification made pursuant to Article VII hereof.