Base Consideration. The Department shall pay to the Authority in arrears, without demand and with abatement, reduction, set-off or deduction (except as expressly set forth herein), on the first day of each calendar month during the term of this Agreement the sums set forth in the Schedule of Base Consideration attached hereto and made a part hereof as Exhibit B. Notwithstanding the foregoing, all payments of Base Consideration hereunder which correspond to an “Interest Payment Date” (as defined in the Indenture) shall be paid on the fifth (5th) calendar day prior to an Interest Payment Date.
Base Consideration. In exchange for the acquisition by Buyer of all outstanding capital stock of the Company, par value $0.001 per share, and any shares that are currently represented by options that become issued and outstanding prior to Closing ("Company Capital Stock"), and the assumption by Buyer of all outstanding Company Options as provided in Section 1.2(e), Buyer shall (i) pay to the Stockholders cash of $10,000 (the "Cash Amount"), (ii) issue shares of common stock of Buyer, par value $.0001 per share ("Buyer Common Stock"), and (iii) pay cash as described in Section 1.2(h), such consideration having an aggregate value of $30,290,000 (the "Base Consideration").
Base Consideration. The Company shall pay to the Employee, commencing on January 1, 2000, and continuing on the 15th and the last day of each month thereafter until December 31, 2002, the amount of ELEVEN THOUSAND FOUR HUNDRED AND SEVENTEEN DOLLARS ($11,417) on the 15th and the last day of each month, as the Employee's "BASE CONSIDERATION"; and
Base Consideration. On the Closing Date and immediately following the Effective Time, Parent shall pay, or cause to be paid, in immediately available funds (i) to the Paying Agent by wire transfer to a bank account that has been designated in writing by the Paying Agent at least two (2) Business Days prior to the Closing Date the amount of cash equal to the sum of the aggregate amount of the Company Founders’ Closing Consideration and the Financial Investors’ Closing Payment less the sum of the portion of the Aggregate Option Payment that is payable to the Company Founders and the amount of the Other Employee’s Company Founders’ Closing Consideration, (ii) to, or on behalf of, the Surviving Corporation by wire transfer to a bank account that has been designated by the Surviving Corporation at least two (2) Business Days prior to the Closing Date the amount of cash equal to the sum of the portion of the Aggregate Option Payment that is payable to the Company Founders, the amount of the Other Employee’s Company Founders’ Closing Consideration and the Legal Fees, and (iii) to the Escrow Agent by wire transfer to the bank account that has been designated by the Escrow Agent at least two (2) Business Days prior to the Closing Date, the Escrow Amount, which amount shall constitute the escrow fund (the “Escrow Fund”) and be held by the Escrow Agent subject to the terms of the Escrow Agreement and this Article II.
Base Consideration. WEB will disburse the Base Consideration indicated below in respect of each Reporting Period indicated below if, and only if, the Company Business has produced Gross Billings and EBITDA greater than or equal to the minimum xxxxxxxxds set forth below with respect to such Reporting Period (with such minimum threshold Gross Billings being the "Minimum Base Case Billings" and such minimux threshold EBITDA being the "Mixxxxx Xxse Case EBITDA"): [***] - CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED WITH BRACKETS ("[***]"). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
Base Consideration. 3.2.1 The Base Consideration will be calculated in accordance with the following formula (subject to a limitation on the maximum amount of EUR 660,000,000):
Base Consideration. The consideration to be paid to the Faircom Stockholders in the Merger before adjustments as provided in paragraph 13(b) below (the "Base Consideration") shall be Preferred Stock in an aggregate liquidation preference amount of Thirty-One Million One Hundred Sixty-Two Thousand Dollars ($31,162,000); provided, however, that in the event the acquisition of the Shelby Station has closed prior to the Closing Date, the Base Consideration will be increased by an amount equal to 10.6 times the Shelby Station Pro Forma Broadcast Cash Flow less the purchase price of the Shelby Station. In the event the acquisition of the Shelby Station does not occur prior to the Closing for reasons beyond Faircom's control, but the Net Working Capital of Faircom plus such available funds as Faircom can readily borrow under its existing senior credit facility (as certified in writing by its senior lender) is sufficient at Closing to fully finance such acquisition, the Base Consideration will be increased as provided in the immediately preceding sentence and the Net Working Capital of Faircom shall be reduced by the purchase price of the Shelby Station and any financing costs that would be incurred as if the closing of such acquisition had taken
Base Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
Base Consideration. At the Closing, each of the Contributors shall receive a number of OP Units equal to such Contributor’s aggregate total value set forth on Exhibit A hereto (the “Contributor’s Formation Transaction Value”) divided by the IPO Price.
Base Consideration. The base consideration (the "Base Consideration") for all of the Company Common Stock shall be THREE HUNDRED TWENTY MILLION, FIVE HUNDRED THOUSAND DOLLARS ($320,500,000.00). The Base Consideration shall be payable as follows: (i) THREE HUNDRED TWO MILLION, FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($302,500,000.00) in cash (the "Cash Portion"), plus or minus the adjustments provided for in Section 2.2(b), and (ii) 10,055,866 shares of Purchaser's common stock, par value $0.001 per share (the "Consideration Shares"), having a value equal to EIGHTEEN MILLION AND NO/100 DOLLARS ($18,000,000.00). The Base Consideration, plus or minus the adjustments to the Cash Portion provided for in Section 2.2(b), shall be referred to herein as the "Adjusted Consideration."
