Closing Date Consideration. At the Closing and subject to the terms and conditions contained in this Agreement, the Operating Partnership or the REIT, as the case may be, shall:
(i) in exchange for the Minority Partner Interests, the Operating Partnership shall issue to SCLP $[—], which amount is subject to adjustment as set forth in this Section 1.02 (the “Minority Interest Consideration”);
(ii) in exchange for the Sub 1 Ownership Interests, the REIT shall issue to Sub 1 [ ] shares of REIT Common Stock (the “Sub 1 Consideration”);
(iii) in exchange for the Sub 1 Ownership Interests, the Operating Partnership shall issue to the REIT [ ] OP Units (the “REIT Consideration”);
(iv) in exchange for the Sub 2 Ownership Interests, the Operating Partnership shall issue to Sub 2 [ ] OP Units (the “Sub 2 Consideration”); and
(v) in exchange for the GP Holder Stock, the Operating Partnership shall issue to SCGP [ ] OP Units (the “SCGP Consideration” and together with the Minority Interest Consideration, the Sub 1 Consideration, the REIT Consideration and the Sub 2 Consideration, collectively, the “Total Consideration”). The transfer of OP Units to the Contributors and any subsequent transfers required of the Contributors by the Formation Transactions shall be evidenced by an amendment and restatement of the Operating Partnership Agreement in the form attached as Exhibit D (the “A&R OP Agreement”). The Parties intend and agree that, in determining the cash consideration due to SCLP, there shall be deducted therefrom an amount equal to the sum of (x) any rental payments attributable to the period from and after the Closing Date to the eighteen (18) month anniversary of the Closing Date (the “Post-Closing Period”) which by the current terms of any applicable Lease at any of the Properties in effect as of January 15, 2014 (the “Reimbursable Leases”) are agreed to be abated and treated as “free rent”, (y) any amounts required by the current terms of any such Reimbursable Lease to be paid by the landlord thereunder during the Post-Closing Period as a “tenant work allowance” or to undertake tenant improvements and (z) any amounts necessary to satisfy redemption or buy-out obligations due as a result of the Formation Transactions or Initial Public Offering to the extent not paid by the applicable Initial Properties Owners on or before the Closing. The Reimbursable Leases are set forth on Schedule 1.02(a) attached hereto. For the avoidance of doubt and by way of example and not of limitation, the approx...
Closing Date Consideration. At the Closing, upon the terms and subject to the conditions set forth herein, the Buyer shall purchase from the Seller the Transferred Assets in exchange for the Aggregate Consideration as set forth in this Agreement and the assumption of the Assumed Liabilities.
Closing Date Consideration. At the Closing, (i) THVG2 shall issue to USP membership interests in THVG2 representing a 51% ownership interest in THVG2 and (ii) THVG2 shall pay to USP cash in the amount of $1,287,275.
Closing Date Consideration. On the Closing Date, the Buyer shall pay to Seller an amount equal to (a) the Total Cash Consideration, less the Deposit and (b) the Stock Consideration (collectively, the “Closing Date Consideration”).
Closing Date Consideration. The purchase price for the Transferred Intellectual Property (the “Purchase Price”) shall be Four Million Three Hundred Thirty Eight Thousand Six Hundred One and 24/100 Dollars ($4,338,601.24). The Purchase Price shall be paid at Closing, in consideration for the sale of the Transferred Intellectual Property to Purchaser and subject to the terms and conditions set forth herein, by cancellation of all obligations owing by Seller to BSC pursuant to (i) the Amended and Restated Secured Convertible Promissory Note dated October 16, 2009 and restated February 2, 2012 in the principal amount of $2,492,931.51, (ii) the Amended and Restated Secured Convertible Promissory Note dated November 17, 2009 and restated February 2, 2012 in the principal amount of $926,893.15 and (iii) the Amended and Restated Secured Convertible Promissory Note dated December 18, 2009 and restated February 2, 2012 in the principal amount of $918,776.58 (collectively, the “Notes”). Accordingly, upon the Closing, all of Seller’s obligations under the Notes shall be cancelled.
Closing Date Consideration. At the Closing, Buyers shall pay to Seller an amount in cash equal to the Purchase Price.
Closing Date Consideration. Subject to adjustment pursuant to Section 2.3, at the Closing, JetPay shall deliver, or cause to be delivered the Closing Date Stock Consideration to the Seller Payees, and an amount in cash equal to the following (the “Adjusted Closing Date Cash Consideration”):
(a) the Closing Date Cash Consideration;
(b) plus the Estimated Closing Cash;
(c) plus the Excess Amount, if any, or minus the Deficiency Amount, if any, as the case may be;
(d) minus the Estimated Closing Indebtedness; and
(e) minus the Estimated Transaction Expenses.
Closing Date Consideration. On the Closing Date, Buyer will pay to Seller, an amount equal to the Estimated Purchase Price minus (i) $2,000,000 (the “Escrow Amount”), which will be placed by Buyer in an interest bearing account pursuant to the terms of the Escrow Agreement attached hereto as Exhibit 5.3(a), minus (ii) the Proration Amount for the portion of the year 2002 prior to the Effective Time (the “Cash Payment”) by wire transfer in immediately available funds to an account designated by Seller to Buyer in writing at least five (5) days prior to the Closing Date (collectively, the “Closing Date Consideration”). Notwithstanding anything contained herein to the contrary, Seller may elect to substitute an irrevocable $2,000,000 letter of credit drawn on Whitney National Bank, in the form attached hereto as Exhibit 5.3 (the “Letter of Credit”), for the Escrow Amount, in which case the Cash Payment payable by Buyer to Seller on the Closing Date will increase by $2,000,000, by providing written notice of such election to Buyer not less than five (5) business days prior to the Closing Date. If Seller fails to timely give this notice, Seller shall be conclusively presumed to have elected to place the Escrow Amount in escrow.
Closing Date Consideration. The Closing Date Consideration payable on the Closing Date by Purchaser in consideration for all of the outstanding Shares shall be paid as follows:
(i) the Released Closing Date Cash Consideration, payable to a paying agent appointed by the Holder Representative (the “Paying Agent”); and
(ii) the issuance and deposit of the Escrowed Amount into the Escrow Account at the Closing in accordance with the terms of the Escrow Agreement.
Closing Date Consideration. At Closing, Xxxx shall issue to HT Distribution such number of Xxxx Xxxxxx Shares representing 19.9% of the issued and outstanding Xxxx Xxxxxx Shares as of the Closing Date (the “Closing Date Consideration”).
