Common use of Consideration; Closing Clause in Contracts

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If any Eligible Holder cannot, for any reason, pay for the Transfer Shares, in the same form of non-cash consideration, such Eligible Holder may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of the Transfer Shares by the Eligible Holder shall take place, and all payments from the Eligible Holders shall have been delivered to the Transferor, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Appears in 5 contracts

Samples: Shareholder Agreements, Shareholders Agreement (Momo Inc.), Series D Preferred Share Purchase Agreement (Momo Inc.)

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Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If any Eligible Holder Investor cannot, not for any reason, reason pay for the Transfer Shares, Shares in the same form of non-cash consideration, such Eligible Holder Investor may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of the Transfer Shares by the Eligible Holder Investors shall take place, and all payments from the Eligible Holders Investors shall have been delivered to the Transferorselling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Key Holder Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Appears in 2 contracts

Samples: Shareholders Agreement (JIAYUAN.COM International LTD), Shareholders Agreement (JIAYUAN.COM International LTD)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the BoardCompany’s Board of Directors. If any Eligible Holder the Company cannot, not for any reason, reason pay for the Transfer Shares, Stock in the same form of non-cash consideration, such Eligible Holder the Company may pay the cash value equivalent thereof, as determined in good faith by the BoardBoard of Directors. The closing of the purchase of the Transfer Shares Stock by the Eligible Holder Company shall take place, and all payments from the Eligible Holders Company shall have been delivered to the Transferorselling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Key Holder Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Appears in 2 contracts

Samples: Right of First Refusal and Co Sale Agreement (Basil Street Cafe, Inc.), Right of First Refusal and Co Sale Agreement (Basil Street Cafe, Inc.)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If any Eligible Holder cannot, for any reason, pay for the Transfer Shares, in the same form of non-cash consideration, such Eligible Holder may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of the Transfer Shares by the Eligible Holder shall take place, and all payments from the Eligible Holders shall have been delivered to the Transferor, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Appears in 2 contracts

Samples: Series C Preferred Share Purchase Agreement (Momo Inc.), Series C Preferred Share Purchase Agreement (Momo Inc.)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If the Company or any Eligible Holder cannot, not for any reason, reason pay for the Transfer Shares, Shares in the same form of non-cash consideration, the Company or such Eligible Holder may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of the Transfer Shares by the Eligible Holder Holders shall take place, and all payments from the Eligible Holders shall have been delivered to the Transferor, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Transfer and (ii) forty-five ten (4510) calendar days after delivery of the Proposed Transfer Confirmation Notice.

Appears in 1 contract

Samples: Shareholder Agreement (Phoenix New Media LTD)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the BoardCompany’s Board of Directors. If any Eligible Holder Investor cannot, not for any reason, reason pay for the Transfer Shares, Stock in the same form of non-cash consideration, such Eligible Holder Investor may pay the cash value equivalent thereof, as determined in good faith by the BoardBoard of Directors. The closing of the purchase of the Transfer Shares Stock by the Eligible Holder Investors shall take place, and all payments from the Eligible Holders Investors shall have been delivered to the Transferorselling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Key Holder Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Axcella Health Inc.)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the BoardCompany’s Board of Directors. If any Eligible Existing Holder cannot, not for any reason, reason pay for the Transfer Shares, Stock in the same form of non-cash consideration, such Eligible Existing Holder may pay the cash value equivalent thereof, as determined in good faith by the BoardBoard of Directors. The closing of the purchase of the Transfer Shares Stock by the Eligible Holder Existing Holders shall take place, and all payments from the Eligible Existing Holders shall have been delivered to the TransferorSelling Existing Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Existing Holder Transfer and (ii) forty-five ten (4510) days after delivery of the Proposed Transfer Notice.

Appears in 1 contract

Samples: Shareholders Agreement (Coleman Cable, Inc.)

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Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board. If any Eligible Holder Existing Investor cannot, not for any reason, reason pay for the Transfer Shares, Stock in the same form of non-cash consideration, such Eligible Holder Existing Investor may pay the cash value equivalent thereof, as determined in good faith by the Board. The closing of the purchase of the Transfer Shares Stock by the Eligible Holder Existing Investors shall take place, and all payments from the Eligible Holders Existing Investors shall have been delivered to the Transferorselling Key Holder or Investor, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Key Holder Transfer or Proposed Investor Transfer, as the case may be and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Appears in 1 contract

Samples: Investors’ Rights Agreement (8tracks, Inc.)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the BoardCompany’s Board of Directors. If any Eligible Holder Exercising Investor cannot, not for any reason, reason pay for the Transfer Shares, Stock in the same form of non-cash consideration, such Eligible Holder Exercising Investor may pay the cash value equivalent thereof, as determined in good faith by the BoardCompany’s Board of Directors. The closing of the purchase of the Transfer Shares Stock by the Eligible Holder Exercising Investors shall take place, and all payments from the Eligible Holders Exercising Investors shall have been delivered to the Transferorselling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Transfer and (ii) forty-five thirty (4530) days after delivery of the Proposed Transfer Notice.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (H-Cyte, Inc.)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the BoardCompany's Board of Directors. If the Company or any Eligible Holder Investor cannot, not for any reason, reason pay for the Transfer Shares, Stock in the same form of non-cash consideration, the Company or such Eligible Holder Investor may pay the cash value equivalent thereof, as determined by the BoardBoard of Directors. The closing of the purchase of the Transfer Shares Stock by the Eligible Holder Company and the Investors shall take place, and all payments from the Eligible Holders Company and the Investors shall have been delivered to the Transferorselling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Key Holder Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Pacifichealth Laboratories Inc)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the BoardCompany's Board of Directors. If any Eligible Holder the Investor cannot, not for any reason, reason pay for the Transfer Shares, Stock in the same form of non-cash consideration, such Eligible Holder the Investor may pay the cash value equivalent thereof, as determined in good faith by the BoardBoard of Directors. The closing of the purchase of the Transfer Shares Stock by the Eligible Holder Investor shall take place, and all payments from the Eligible Holders Investor shall have been delivered to the Transferorselling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended closing date of the Proposed Transfer Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Blackboxstocks Inc.)

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