Consideration for Exchange. The parties hereto acknowledge and agree that the consideration paid by Premier to the Limited Partners pursuant to the Tax Receivable Agreement shall serve as a portion of the consideration for the Exchanges contemplated hereunder.
Consideration for Exchange. The parties hereto acknowledge and agree that the consideration paid by National Beef to the Members pursuant to the Tax Receivable Agreement by and among National Beef and the Members shall serve as a portion of the consideration for the Exchanges contemplated hereunder.
Consideration for Exchange. In consideration for the exchange by CDH of the Notes for the Exchange Note, EcoScience shall, concurrently herewith, authorize and issue 333,333 shares of Series A Preferred Stock of EcoScience (the "Series A Preferred Stock") containing the provisions set forth on Exhibit B hereto and is delivering such shares to CDH.
Consideration for Exchange. In the event Cavalier exercises the Option, the consideration required to be delivered by Cavalier for the Shares shall be (i) the Option Shares and (ii) the Additional Shares (as hereinafter defined).
(a) Each of the Shareholders shall be entitled to receive (subject to the fractional share provisions of Section 2.3(b) of this Agreement) his Pro Rata Portion (as herein defined) of the Additional Shares. For purposes of this Agreement, the respective Pro Rata Portions of the Shareholders are as follows: Xxxxx X. Xxxxxx 40.816% Xxx Xxxxxxxx 45.578% Xxx Xxxxxxx 13.605% For purposes of this Agreement and subject to the fractional share provisions of Section 2.3(b) of this Agreement, the Additional Shares shall be 46,250 shares of Common Stock; provided, however, that if the product of (i) 80,000 multiplied by (ii) the Closing Per Share Value (as hereinafter defined) is less than $1,045,000, then the number of Additional Shares shall be equal to (A) $1,045,000 divided by the Closing Per Share Value less (B) 33,750 and, provided further, however, that if the product of (i) 80,000 multiplied by the Closing Per Share Value is greater than $1,155,000, then the number of Additional Shares shall be equal to (A) $1,155,000 divided by the Closing Per Share Value less (B) 33,750. In no event, however, shall the number of such Additional Shares be less than zero (0). The foregoing adjustment shall hereinafter be referred to as the "Final Price Adjustment." For purposes of this Agreement, the Closing Per Share Value shall be the weighted average closing sales price of shares of Common Stock on the exchange on which such shares of Common Stock are then listed for the five (5) trading days most immediately preceding the Closing Date.
(b) Notwithstanding any other provision of this Agreement, Cavalier shall pay, in cash, to each Shareholder who would otherwise have been entitled to receive a fraction of a share of Common Stock, an amount equal to such fractional part of such share of Common Stock multiplied by the Measuring Price (as hereinafter defined) or the value determined under Section 2.5(b) of this Agreement, as the case may be. No such Shareholder will be entitled to dividends, voting rights or any other rights as a shareholder in respect of any such fractional share.
Consideration for Exchange. The Parties hereto acknowledge and agree that options to purchase shares of the Company's common stock shall be granted to Employee pursuant to the Company's 2001 Stock Option Plan (Exhibit A, attached hereto) and that certain Incentive Stock Option Agreement entered into between the Company and Employee, dated _________________, (Exhibit B, attached hereto).
Consideration for Exchange. The parties have agreed on the following as consideration for the exchange of the LTF Property for the City Property.
Consideration for Exchange
