Consideration and Satisfaction of Consideration Sample Clauses

Consideration and Satisfaction of Consideration. The aggregate consideration payable by Futura for the Proposed Acquisition (the “Consideration”) is US$24.4 million (approximately S$33.1 million based on the exchange rate of US$1.00: S$1.355 as set out in the SPA) or if required by Futura, such lesser amount as agreed between Thu Kha and Futura after completion of Futura’s due diligence investigations in respect of the Target as set out in Section 4.3(f) below. For the avoidance of doubt, Futura shall not be required to pay the third party transferor any amounts for the Purchased Shares. The Consideration shall be satisfied in notes or shares or such combination of notes and shares as Futura may in its sole discretion decide. If applicable, the Consideration to be satisfied in notes shall be satisfied by the procurement by Futura of the issuance by ETC Singapore to Thu Kha of an interest-bearing note (the “Note”). If applicable, the Consideration to be satisfied in shares shall be satisfied by the procurement by Futura of the issuance by the Company of such number of ordinary shares in the share capital of the Company, at the issue price of S$0.09 per share to Thu Kha and/or its nominee(s) (the “Consideration Shares”). As Futura has discretion as to the payment of the Consideration in notes and/or shares and the Consideration may be adjusted to such lesser amount as agreed between Thu Kha and Futura after completion of Futura’s due diligence investigations in respect of the Target as set out in Section 4.3(f) below, the actual number of Consideration Shares to be issued is not definitive as at the date hereof. For illustrative purposes only, assuming the Consideration will be US$24.4 million and satisfied fully in shares, an aggregate of 367,355,556 ordinary shares in the Company will be issued as Consideration Shares. The Consideration was arrived at after arms’ length negotiations, on a willing buyer willing seller basis, after taking into account, inter alia, the value of the Target as set out in Section 5.1 of this Announcement.
Sample 1
AutoNDA by SimpleDocs
Consideration and Satisfaction of Consideration. The Consideration payable by Xx Xxx for the Proposed Disposal shall be negotiated between the Company and Xx Xxx based on the Valuation. The Company will make a further announcement when the Consideration has been agreed upon. The Consideration is to be satisfied by the Company setting off from the Consideration the equivalent sum under the amount (both principal and interest) outstanding under the Convertible Loan Agreement (the “Outstanding Indebtedness”) as at Completion. Notwithstanding the above, in the event that the Novation takes place prior to Completion, the Consideration shall be satisfied fully in cash.
Sample 1
Consideration and Satisfaction of Consideration. The aggregate consideration payable by DAS for the Proposed Acquisition (the “Consideration”) is US$11,900,000 (approximately S$16,124,500 based on the exchange rate of US$1.00: S$1.355 as at 5 September 2017). The Consideration shall be satisfied by the procurement by DAS of the issuance by the Company of an aggregate of 179,161,111 ordinary shares in the Company at the issue price of S$0.09 per share to the Vendors (the “Consideration Shares”). The Consideration shall be satisfied in the following manner: Vendor Consideration Shares (ordinary shares) ASL 84,311,111 D3 94,850,000 Total 179,161,111 The Consideration was arrived at after arms’ length negotiations, on a willing buyer willing seller basis, after taking into account, inter alia, the value of the Target as set out in Section 5.1 of this Announcement.
Sample 1
Consideration and Satisfaction of Consideration. In consideration for the sale of all of the issued and paid-up shares of the Target by the Vendors to the Company, the Company shall:
Sample 1
Consideration and Satisfaction of Consideration. 4.1 The consideration for the sale of the Sale Shares shall be (subject to adjustment as provided in Clause 7):- 4.1.1 $9,354,000 US (herein referred to as "the Cash Consideration"); and 16 4.1.2 $10,646,000 US to be satisfied by the allotment by the Purchaser to the Vendors of the Consideration Shares in the numbers set out opposite the names of the Vendors in Column 5 of Part 1 of the Schedule (herein referred to as "the Consideration Shares Consideration"); in respect of the purchase of the Ordinary Shares, (the Cash Consideration and the Consideration Shares Consideration being together herein referred to as "the Ordinary Share Consideration"); and
Sample 1
Consideration and Satisfaction of Consideration. The consideration payable by DAS per Purchased Share is approximately US$1,323. The aggregate consideration payable by DAS for the Proposed Acquisition (the “Consideration”) is up to US$20,000,000 (approximately S$27,100,000 based on the exchange rate of US$1.00: S$1.355 as set out in the SPA). The Consideration shall be satisfied in notes or shares or such combination of notes and shares as DAS may in its sole discretion decide. If applicable, the Consideration to be satisfied in notes shall be satisfied by the procurement by the Purchaser of the issuance by ETC Singapore to the Vendor of an interest-bearing note (the “Note”). If applicable, the Consideration to be satisfied in shares shall be satisfied by the procurement by DAS of the issuance by the Company of such number of ordinary shares in the share capital of the Company, at the issue price of S$0.09 per share, to the Vendor and/or its nominee(s) (the “Consideration Shares”). As DAS has discretion as to the payment of the Consideration in notes and/or shares and the Proposed Acquisition is subject to agreement between the Vendor and DAS on the final number of Purchased Shares to be sold and transferred by the Vendor to DAS and acquired by DAS as set out in Section 4.3(b) below, the actual number of Consideration Shares to be issued is not definitive as at the date hereof. For illustrative purposes only, assuming the Consideration will be US$20,000,000 and satisfied fully in shares, an aggregate of 301,111,111 ordinary shares in the Company will be issued as Consideration Shares. The Consideration was arrived at after arms’ length negotiations, on a willing buyer willing seller basis, after taking into account, inter alia, the value of the Target as set out in Section 5.1 of this Announcement.
Sample 1

Related to Consideration and Satisfaction of Consideration

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Adequacy of Consideration Executive acknowledges and agrees that Executive has received adequate consideration from United HealthCare to enter into this Agreement.

  • Computation of Consideration To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

  • Form of Consideration The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. To the extent permitted by Applicable Laws, consideration may consist entirely of:

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!