Asset Purchase Consideration Sample Clauses

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").
Sample 1
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Asset Purchase Consideration. At Closing, in consideration for the sale, transfer, conveyance, assignment, and delivery of the Acquired Assets by the Seller to the Purchaser, and the assumption by the Purchaser of the Assumed Liabilities from the Seller, the Seller shall be entitled to receive, in the manner described in Section 2.4 below and subject to the adjustments set forth in Section 2.2(b), Section 2.3 and Section 2.7 below, Two Hundred Five Million Dollars ($205,000,000.00) (as adjusted, the "Asset Purchase Consideration"). No later than five (5) business days prior to Closing, the Parties shall jointly and in good faith estimate and agree in writing with respect to the value of the Closing Receivables, the Closing Inventory, and the Net Asset Value (such written estimate, the "Estimated Purchase Price Schedule"). At Closing, the Asset Purchase Consideration shall be adjusted as follows: In the event that the Closing Receivables set forth on the Estimated Purchase Price Schedule are less than Twenty Five Million Dollars ($25,000,000.00), the Asset Purchase Consideration shall be reduced by such deficit, and if the Closing Receivables set forth on the Estimated Purchase Price Schedule are greater than Twenty Five Million Dollars ($25,000,000.00), the Asset Purchase Consideration shall be increased by such excess; In the event that the Closing Inventory set forth on the Estimated Purchase Price Schedule is less than Forty Five Million Dollars ($45,000,000.00), the Asset Purchase Consideration shall be reduced by such deficit, and if the Closing Inventory set forth on the Estimated Purchase Price Schedule is greater than Forty Five Million Dollars ($45,000,000.00), the Asset Purchase Consideration shall be increased by such excess; and In the event that the Net Asset Value set forth on the Estimated Purchase Price Schedule is less than Seventy Five Million Dollars ($75,000,000.00), the Asset Purchase Consideration shall be reduced by such deficit. In the event that the Parties are unable to agree upon the contents of the Estimated Purchase Price Schedule at or prior to Closing (it being acknowledged that such agreement shall not be a condition to the Closing of the Contemplated Transactions), and the Closing occurs, the Parties hereby covenant and agree that, for the purposes of this Section 2.2(b) and for the purposes of completing the transactions and making the calculations contemplated by Section 2.7 below, an Estimated Purchase Price Schedule which states that (i) the Closing...
Sample 1
Asset Purchase Consideration. (a) In full consideration for the assignment or transfer of the Acquired Assets, the consideration to be paid by Buyer (the “Purchase Price”) for the Acquired Assets shall consist of:
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
Asset Purchase Consideration. In full consideration for the transfer of the Acquired Assets, Xxxxxx 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 Xxxxxx’x common stock, par value $0.01 per share (the “Xxxxxx Common Shares”), of which three hundred thousand (300,000) Xxxxxx Common Shares shall be subject to the Escrow Agreement set forth in Section 2.3 herein (the “Purchase Price”). Xxxxxx hereby approves the transfer and assignment of the Xxxxxx Common Shares from Research to Next Generation and from Next Generation to its members, subject to the execution and delivery by such members to Xxxxxx of the investment representations set forth in Section 5.10.
Sample 1
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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:
Sample 1

Related to Asset Purchase Consideration

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Transaction Consideration The Transaction Consideration;

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Stock Consideration 3 subsidiary...................................................................53

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

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