Common use of Cash Consideration Clause in Contracts

Cash Consideration. 2.1 Bidder represents, warrants and undertakes that sufficient resources are, and will remain until such time as Bidder procures payment of the Cash Consideration to the Receiving Agent in accordance with Clause 2.3, available to Bidco to satisfy, in full, the cash consideration requirements under and in connection with the Acquisition, including, without limitation: (i) the Consideration; (ii) any consideration that may be payable in connection with any compulsory acquisition by Bidco of Company Shares under the Act; (iii) any amount payable to holders of Awards pursuant to this Agreement; and (iv) any Stamp Duty (together, in aggregate, the “Cash Consideration”). In the event that the Cash Consideration is increased, references in this Agreement to the Cash Consideration and to the amount required to enable Bidco to satisfy the Cash Consideration in full shall be to the amount as so increased. 2.2 Bidder further represents, warrants and undertakes that it will ensure that cash resources are, and will remain until the Effective Date, available to Bidco sufficient to meet all the fees and expenses incurred by the Bidder Group in connection with the Acquisition, including without limitation, the fees and expenses of its advisers (the “Offer Related Expenses”). 2.3 The Acquirers hereby represent, warrant and undertake that on the Effective Date, Bidco shall procure the payment of the Cash Consideration (other than the Stamp Duty) to the Receiving Agent, in immediately available funds, which shall constitute satisfaction of the Acquirers’ obligations to the Company Shareholders in respect of such Cash Consideration. 2.4 The Company shall establish procedures with the Receiving Agent and Depositary to ensure that the Receiving Agent transmits to the Depositary as promptly as practicable all amounts owed to holders of ADSs. 2.5 The Company shall consult with Bidder to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Agent Agreement).

Cash Consideration. 2.1 Bidder representsCash consideration in the amount of Two Million Dollars ($2,000,000) (the “Cash Purchase Price”), warrants to be paid as follows: (i) Seller and undertakes Purchaser agree that sufficient resources are, and will remain until such time as Bidder procures payment Nine Hundred Sixty Three Thousand Dollars ($963,000) of the Cash Consideration Purchase Price (the “Retention Amount”) shall not be delivered to Seller but shall instead be delivered by Purchaser to the Receiving Escrow Agent, to be held in an escrow account (the “Escrow Account”) by the Escrow Agent in accordance with Clause 2.3the Escrow Agreement among Seller, available Purchaser and the Escrow Agent substantially in the form attached as Exhibit A, as security for Seller’s obligations hereunder to Bidco complete the Roof Repair (as such term is defined below) and to satisfybe disbursed by the Escrow Agent to pay and/or reimburse Seller for Seller’s Roof Repair Costs and/or Purchaser for Purchaser’s Roof Repair Costs (as such terms are defined below), as applicable, in full, the cash consideration requirements under and in connection accordance with the Acquisition, including, without limitation: (i) the Consideration; (ii) any consideration that may be payable in connection with any compulsory acquisition by Bidco provisions of Company Shares under the Act; (iii) any amount payable to holders of Awards pursuant to this Agreement; Section 1.10 and (iv) any Stamp Duty (together, in aggregate, the “Cash Consideration”). In the event that the Cash Consideration is increased, references in this Agreement to the Cash Consideration and to the amount required to enable Bidco to satisfy the Cash Consideration in full shall be to the amount as so increased. 2.2 Bidder further represents, warrants and undertakes that it will ensure that cash resources are, and will remain until the Effective Date, available to Bidco sufficient to meet all the fees and expenses incurred by the Bidder Group in connection with the Acquisition, including without limitation, the fees and expenses of its advisers (the “Offer Related Expenses”). 2.3 The Acquirers hereby represent, warrant and undertake that on the Effective Date, Bidco shall procure the payment of the Cash Consideration (other than the Stamp Duty) to the Receiving Agent, in immediately available funds, which shall constitute satisfaction of the Acquirers’ obligations to the Company Shareholders in respect of such Cash Consideration. 2.4 The Company shall establish procedures with the Receiving Agent and Depositary to ensure that the Receiving Agent transmits to the Depositary as promptly as practicable all amounts owed to holders of ADSs. 2.5 The Company shall consult with Bidder to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Escrow Agreement. (ii) Subject to the terms of this Agreement, the balance of the Cash Purchase Price, in the amount of One Million Thirty Seven Thousand Dollars ($1,037,000) (the “Closing Date Cash Payment”), less any Creditor Payments (as such term is defined below) shall be delivered to Seller in accordance with Section 1.4(b) of this Agreement. Seller acknowledges and agrees that upon delivery of the Retention Amount to the Escrow Agent Agreementas provided in Section 1.2(a)(i) and delivery of the Closing Date Cash Payment (less any Creditor Payments) in accordance with Section 1.4(b), Purchaser’s obligation to pay the Cash Purchase Price shall be deemed completed and fully satisfied.

Cash Consideration. 2.1 Bidder represents, warrants and undertakes that sufficient resources are, and will remain until such time as Bidder procures payment of The aggregate consideration to be paid by Purchaser to Sellers for the Cash Consideration to the Receiving Agent in accordance with Clause 2.3, available to Bidco to satisfy, in full, the cash consideration requirements under and in connection with the Acquisition, including, without limitation: (i) the Consideration; (ii) any consideration that may Equity Interests shall be RMB849,025,724.57 payable in connection with any compulsory acquisition by Bidco of Company Shares under the Act; cash (iii) any amount payable to holders of Awards pursuant to this Agreement; and (iv) any Stamp Duty (together, in aggregate, the “Cash Consideration”). In the event that the Calculation of Cash Consideration is increased, references in this Agreement has taken into account of (i) the sum of the registered capital of Companies being RMB114,520,000; (ii) debts the Companies owed to the Cash Consideration and to Feihe at the amount required to enable Bidco to satisfy of RMB734,505,724.57. The Parties agree that Purchaser shall pay the Cash Consideration in full the following manner: (a) Upon the earlier of: (i) completion by Purchaser of due diligence on the Companies or (ii) the date that is sixty (60) days upon execution of this Agreement, Purchaser shall pay RMB114,520,000 (“Initial Payment”) to Sellers. The Initial Payment that Feihe and Jinyan Ma are entitled to receive are calculated in accordance with the proportion of their respective equity in the Companies as set forth in Schedule 1 (RMB110,720,000 shall be paid to Feihe, and RMB3800,000 shall be paid to Jinyan Ma). (b) Within three (3) Business Days after Purchaser makes the Initial Payment to Sellers, Purchase and Sellers shall submit application to amend the registration with AIC in Kedong County and Gannan Tietan Autonomous Region respectively in relation to the amount as so increased. 2.2 Bidder further represents, warrants sale and undertakes that it will ensure that cash resources are, and will remain until the Effective Date, available to Bidco sufficient to meet all the fees and expenses incurred by the Bidder Group in connection with the Acquisition, including without limitationpurchase of Equity Interests contemplated hereunder (“Closing”, the fees and expenses date for completion of its advisers (the registration amendment above is considered as “Offer Related ExpensesClosing Date”). 2.3 (c) The Acquirers hereby representParties agreed that the remaining payment of RMB734,505,724.57 (“Second Payment”) is considered as a loan extended to Purchaser by Feihe; unless the payment obligations of the Companies have been fulfilled in accordance with Article 2.2(d), warrant and undertake that on otherwise the Effective loan, after deducting any amount has been paid to Feihe by the Companies, shall be paid back by the Purchaser by the end of the 18th month after the Closing Date, Bidco together with a compounded 5% annual interest starting from the date of any breach of the Second Payment obligation. The repayment of the loan to Feihe under this Article 2.2(c) is in addition to any other remedy that Feihe may have under this Agreement. (d) The Sellers and Companies hereby agree that Purchaser transfers its obligation of the Second Payment to the Companies immediately after the Closing Date; and Purchaser shall procure the payment Companies to provide Feihe raw milk valued at RMB122,417,620.76 each quarter (for Feihe Gannan, raw milk valued at RMB72,066,908 per quarter; for Feihe Kedong, raw milk valued at RMB50,350,712.76 per quarter) in the following 18 months immediately after the Closing Date. If the value of the Cash Consideration (other raw milk provided by the Companies each quarter is less than RMB122,417,620.76, the Stamp Duty) Companies shall severally and jointly make up the shortfall to the Receiving Agent, Feihe in cash immediately available funds, which shall constitute satisfaction of the Acquirers’ obligations to the Company Shareholders in respect of such Cash Considerationthereafter. 2.4 The Company shall establish procedures with the Receiving Agent and Depositary to ensure that the Receiving Agent transmits to the Depositary (e) Sellers’ bank account information are as promptly as practicable all amounts owed to holders of ADSs. 2.5 The Company shall consult with Bidder to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Agent Agreement).follows：

Cash Consideration. 2.1 Bidder represents, warrants and undertakes that sufficient resources are, and will remain until such time as Bidder procures payment of the Cash Consideration to the Receiving Agent in accordance with Clause 2.3, available to Bidco to satisfy, in full, the The aggregate cash consideration requirements under and in connection with for the Acquisition, including, without limitation: Acquired Assets shall be Two Million Six Hundred Fifty Thousand U.S. Dollars (iUS$2,650,000.00) the Consideration; (ii) any consideration that may be payable in connection with any compulsory acquisition by Bidco of Company Shares under the Act; (iii) any amount payable to holders of Awards pursuant to this Agreement; and (iv) any Stamp Duty (together, in aggregate, the “Cash Consideration”). In The Cash Consideration shall be paid, in cash, as follows: (a) At the event First Closing, Buyer will pay to Seller (or such other recipients as the Bankruptcy Court may indicate) the aggregate amount of US$700,000 (the “Deposit”) to be held in escrow pursuant to the Escrow Agreement pending mutually acceptable confirmation that Seller has transferred title to all Acquired Assets to Buyer. (b) At the Second Closing, which shall occur no later than April 15, 2021, Buyer will pay to Seller the amount of US$1,950,000, (the “Additional Cash Consideration”); provided, that such Additional Cash Consideration shall be reduced by the amount of revenue for all product sold or delivered under the License Agreement for the period between the First Closing and the Second Closing; provided, further, that to the extent Seller is unable to convey certain of the Acquired Assets, Buyer and Seller shall work to agree to a mutually acceptable reduction of the Cash Consideration is increasedConsideration, references in this Agreement to the Cash Consideration and to the amount required to enable Bidco to satisfy the Cash Consideration in full which shall be released by the Escrow Agent back to Buyer. The parties are mindful of recording issues with respect to Seller’s record title to certain of the amount as so increased. 2.2 Bidder further represents, warrants Acquired Assets and undertakes understand that professional costs will have to be incurred to properly transfer and record title to such Acquired Assets to Buyer. The parties have agreed that it will ensure that cash resources are, be more expeditious for Buyer to engage counsel and will remain until such other professionals necessary to assist in the Effective Date, available preparation for transfer of the Acquired Assets from Seller to Bidco sufficient to meet all the fees and expenses incurred by the Bidder Group in connection with the Acquisition, including without limitation, the fees and expenses of its advisers Buyer (the “Offer Related ExpensesTransfer Work”). 2.3 The Acquirers hereby represent. However, warrant and undertake that on as the Effective DateTransfer Work is inherently a Seller obligation, Bidco shall procure the payment all costs of the Transfer Work shall be borne by Seller in the form of a dollar-for-dollar reduction to the Additional Cash Consideration (other than whether before the Stamp Duty) Second Closing, or if after the Second Closing, through a credit to the Receiving Agent, Buyer against the Deposit held in immediately available funds, which escrow). Seller shall constitute satisfaction accept Buyer’s business judgment as to the Transfer Work and shall not seek reduction of the Acquirers’ obligations offset of such Transfer Work from the Additional Cash Consideration, provided, however, that Seller shall be entitled to reasonable transparency as to the Company Shareholders in respect scope and cost of such Cash ConsiderationTransfer Work. 2.4 The Company shall establish procedures with the Receiving Agent and Depositary to ensure that the Receiving Agent transmits to the Depositary as promptly as practicable all amounts owed to holders of ADSs. 2.5 The Company shall consult with Bidder to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Agent Agreement).

Cash Consideration. 2.1 (a) The obligations of Bidder representsto pay the Aggregate Cash Consideration will be satisfied by Bidder, warrants before 12.00pm on the Implementation Date, depositing the Aggregate Cash Consideration into an account in the name of Target. (b) MCAL is to procure that such amount be held by Target on trust for the relevant Scheme Participants (except that any interest on the amount will be for the account of Bidder) for the purpose of sending the Scheme Consideration to the relevant Scheme Participants within five Business Days of the Implementation Date by dispatching or procuring the dispatch to each relevant Scheme Participant by pre-paid post to their Registered Address a cheque in Australian currency drawn on an Australian bank in the name of that Scheme Participant for an amount (rounded up to the nearest whole cent) equal to: (i) in respect of Scheme Participants receiving Cash Consideration, the number of Securities held by that Scheme Participant multiplied by the Cash Consideration; or (ii) in respect of Scheme Participants receiving Allocated Cash Consideration, the Allocated Cash Consideration. (c) In the case of joint holders of Securities, a cheque shall be payable and undertakes forwarded in the names of those joint holders. (d) In the case of a notice having been given to MCAL (or the Registry) of an order made by a court of competent jurisdiction: (i) which requires payment to a third party of a sum in respect of Securities held by a particular Scheme Participant, which would otherwise be payable to the particular Scheme Participant in accordance with paragraph (b) above, then MCAL shall procure that sufficient resources arepayment is made in accordance with that order; or (ii) which would prevent Target from despatching payment to any particular Scheme Participant in accordance with paragraph (b) above, and will remain MCAL shall procure that Target (or Registry) retains an amount that would otherwise be payable to that Scheme Participant in accordance with clause 5.3(b) until such time as Bidder procures payment of the Cash Consideration to the Receiving Agent in accordance with Clause 2.3, available to Bidco to satisfy, in full, the cash consideration requirements under and in connection with the Acquisition, including, without limitation: (i) the Consideration; (ii) any consideration that may be payable in connection with any compulsory acquisition is permitted by Bidco of Company Shares under the Act; (iii) any amount payable to holders of Awards pursuant to this Agreement; and (iv) any Stamp Duty (together, in aggregate, the “Cash Consideration”). In the event that the Cash Consideration is increased, references in this Agreement to the Cash Consideration and to the amount required to enable Bidco to satisfy the Cash Consideration in full shall be to the amount as so increasedlaw. 2.2 Bidder further represents, warrants and undertakes that it will ensure that cash resources are, and will remain until the Effective Date, available to Bidco sufficient to meet all the fees and expenses incurred by the Bidder Group in connection with the Acquisition, including without limitation, the fees and expenses of its advisers (the “Offer Related Expenses”). 2.3 The Acquirers hereby represent, warrant and undertake that on the Effective Date, Bidco shall procure the payment of the Cash Consideration (other than the Stamp Duty) to the Receiving Agent, in immediately available funds, which shall constitute satisfaction of the Acquirers’ obligations to the Company Shareholders in respect of such Cash Consideration. 2.4 The Company shall establish procedures with the Receiving Agent and Depositary to ensure that the Receiving Agent transmits to the Depositary as promptly as practicable all amounts owed to holders of ADSs. 2.5 The Company shall consult with Bidder to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Agent Agreement).

Cash Consideration. 2.1 (a) The obligations of Bidder representsto pay the Aggregate Cash Consideration will be satisfied by Bidder, warrants before 12.00pm on the Implementation Date, depositing the Aggregate Cash Consideration into an account in the name of Target. (b) MCAIL is to procure that such amount be held by Target on trust for the relevant Scheme Participants (except that any interest on the amount will be for the account of Bidder) for the purpose of sending the Scheme Consideration to the relevant Scheme Participants within five Business Days of the Implementation Date by dispatching or procuring the dispatch to each relevant Scheme Participant by pre-paid post to their Registered Address a cheque in Australian currency drawn on an Australian bank in the name of that Scheme Participant for an amount (rounded up to the nearest whole cent) equal to: (i) in respect of Scheme Participants receiving Cash Consideration, the number of Securities held by that Scheme Participant multiplied by the Cash Consideration; or (ii) in respect of Scheme Participants receiving Allocated Cash Consideration, the Allocated Cash Consideration. (c) In the case of joint holders of Securities, a cheque shall be payable and undertakes forwarded in the names of those joint holders. (d) In the case of a notice having been given to MCAIL (or the Registry) of an order made by a court of competent jurisdiction: (i) which requires payment to a third party of a sum in respect of Securities held by a particular Scheme Participant, which would otherwise be payable to the particular Scheme Participant in accordance with paragraph (b) above, then MCAIL shall procure that sufficient resources arepayment is made in accordance with that order; or (ii) which would prevent Target from despatching payment to any particular Scheme Participant in accordance with paragraph (b) above, and will remain MCAIL shall procure that Target (or Registry) retains an amount that would otherwise be payable to that Scheme Participant in accordance with clause 5.3(b) until such time as Bidder procures payment of the Cash Consideration to the Receiving Agent in accordance with Clause 2.3, available to Bidco to satisfy, in full, the cash consideration requirements under and in connection with the Acquisition, including, without limitation: (i) the Consideration; (ii) any consideration that may be payable in connection with any compulsory acquisition is permitted by Bidco of Company Shares under the Act; (iii) any amount payable to holders of Awards pursuant to this Agreement; and (iv) any Stamp Duty (together, in aggregate, the “Cash Consideration”). In the event that the Cash Consideration is increased, references in this Agreement to the Cash Consideration and to the amount required to enable Bidco to satisfy the Cash Consideration in full shall be to the amount as so increasedlaw. 2.2 Bidder further represents, warrants and undertakes that it will ensure that cash resources are, and will remain until the Effective Date, available to Bidco sufficient to meet all the fees and expenses incurred by the Bidder Group in connection with the Acquisition, including without limitation, the fees and expenses of its advisers (the “Offer Related Expenses”). 2.3 The Acquirers hereby represent, warrant and undertake that on the Effective Date, Bidco shall procure the payment of the Cash Consideration (other than the Stamp Duty) to the Receiving Agent, in immediately available funds, which shall constitute satisfaction of the Acquirers’ obligations to the Company Shareholders in respect of such Cash Consideration. 2.4 The Company shall establish procedures with the Receiving Agent and Depositary to ensure that the Receiving Agent transmits to the Depositary as promptly as practicable all amounts owed to holders of ADSs. 2.5 The Company shall consult with Bidder to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Agent Agreement).

Cash Consideration. 2.1 Bidder represents, warrants and undertakes that sufficient resources are, and will remain until be available to Bidco at such time as Bidder procures payment of Bidco is obligated to pay the Cash Consideration to the Receiving Agent in accordance with Clause 2.32.2, available to Bidco to satisfy, in full, the cash consideration requirements under and in connection with the Acquisition, including, without limitation: (ia) the ConsiderationConsideration (including any amount thereof payable to holders of Awards pursuant to this Agreement); (iib) any consideration that may be payable in connection with any compulsory acquisition by Bidco of Company Shares under the Act; (iii) any amount payable to holders of Awards pursuant to this Agreement; and (ivc) any Stamp Duty (the amounts described in subclauses (a) through (c), together, in aggregate, the “Cash Consideration”). In the event that the Cash Consideration is increasedincreased in accordance with this Agreement, references in this Agreement to the Cash Consideration and to the amount required to enable Bidco to satisfy the Cash Consideration in full shall be to the amount as so increased. 2.2 Bidder further represents, warrants and undertakes that it will ensure that cash resources are, and will remain until the Effective Date, available to Bidco sufficient to meet all the fees and expenses incurred by the Bidder Group in connection with the Acquisition, including without limitation, the fees and expenses of its advisers (the “Offer Related Expenses”). 2.3 The Acquirers hereby represent, warrant and undertake that on the Effective Date, Bidco shall procure the payment of the portion of the Cash Consideration (other than the Stamp Duty) payable to Company Shareholders with respect to Company Shares to the Receiving Agent, in immediately available funds: (a) on the Business Day following (and subject to) the Effective Date, provided that the Company or the Receiving Agent (as confirmed by the Company) has notified Bidco in writing at least one Business Day prior to the Effective Date of (i) the final amount due and payable under this Clause 2.2, and (ii) all applicable wire instructions; and (b) in any event no later than the third Business Day following (and subject to) the Effective Date, in either case which shall constitute satisfaction of the Acquirers’ obligations to the Company Shareholders in respect of such Cash Consideration. 2.4 The Company shall establish procedures with the Receiving Agent and Depositary to ensure that the Receiving Agent transmits to the Depositary as promptly as practicable all amounts owed to holders of ADSs. 2.5 2.3 The Company shall consult with Bidder to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Agent AgreementAgreement which must also be on terms reasonably acceptable to Bidder).

Cash Consideration. 2.1 Bidder represents, Bidco warrants and undertakes that sufficient resources are, and will remain until such time as Bidder Bidco procures payment of the Cash Consideration to the Receiving Agent in accordance with Clause 2.3, available to Bidco to satisfy, in full, the cash consideration requirements under and in connection with the Acquisition, including, without limitation: (i) the Consideration; (ii) any consideration that may be payable in connection with any compulsory acquisition by Bidco of Company Shares under the Act; (iii) any amount payable to holders of Awards pursuant to this Agreement; and (iviii) any Stamp Duty (together, in aggregate, the “Cash Consideration”). In the event that the Cash Consideration is increased, references in this Agreement to the Cash Consideration and to the amount required to enable Bidco to satisfy the Cash Consideration in full shall be to the amount as so increased. 2.2 Bidder Bidco further represents, warrants and undertakes that it will ensure that cash resources are, and will remain until the Effective Date, available to Bidco it sufficient to meet all the fees and expenses incurred by the Bidder Bidco Group in connection with the Acquisition, including without limitation, the fees and expenses of its advisers (the “Offer Related Expenses”)Advisers. 2.3 The Acquirers Bidco hereby represent, warrant and undertake undertakes that on or before the Effective Date, Bidco it shall procure the payment of the Cash Consideration (other than the Stamp Duty) to the Receiving Agent, in immediately available funds, which shall constitute satisfaction of the Acquirers’ its obligations to the Company Shareholders in respect of such Cash Consideration. 2.4 The Bidco undertakes that it shall provide to the Company shall establish such co-operation and assistance as may reasonably be required in connection with establishing procedures with the Receiving Agent and Depositary to ensure that the Receiving Agent transmits to the Depositary as promptly as practicable all amounts owed to holders of ADSs. 2.5 The Company undertakes that it shall consult with Bidder Bidco to the extent reasonably practicable in respect of the appointment of the Receiving Agent (including the terms of the Receiving Agent Agreement).