Consideration for Purchase of Shares Sample Clauses

Consideration for Purchase of Shares. 2 Section 1.3
Sample 1
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Consideration for Purchase of Shares. (a) In exchange for the Shares, the Buyer shall pay to the Selling Shareholders $146.7646 per share of Acumen Common Stock, for an aggregate purchase price of $12,032,352 (the "Purchase Price"). Of the Purchase Price (i) up to $9,390,589 will be paid to the participating Non-Management Shareholders, consisting of (x) up to $5,688,208 which will be paid by wire transfer on the Closing Date (as defined herein) of immediately available funds to an account designated by the participating Non-Management Shareholders, (y) $2,702,381 in Buyer Common Stock, as defined in this Section 1.2, below, and in the manner set forth in Section 1.3, below, and (z) $1,000,000 shall be deposited on the Closing Date into an escrow account (the "Escrow Fund") to be established with The Bank of Boston, a Massachusetts corporation (the "Escrow Agent") pursuant to an Escrow Agreement in the form of Exhibit A hereto (the "Escrow Agreement"), which amount will be disbursed to Accu-Fab Systems, Inc. ("Accu-Fab") on the first anniversary of the Closing Date, subject to the terms and conditions of the Escrow Agreement, (ii) $1,467,646 will be paid to McGaxxx xx delivery to McGaxxx xx shares of Common Stock, par value $.002 per share, of the Buyer (the "Buyer Common Stock"), in the manner set forth in Section 1.3 below, and (iii) up to $1,174,117 will be paid to Gilmour as set forth in Schedule 1.2 attached hereto if he joins in this Agreement and executes, complies with and otherwise does not breach the terms and conditions of a non-competition agreement substantially in the form of Exhibit F. (b) The Purchase Price shall be allocated between the Selling Shareholders as set forth in SCHEDULE 1.2 hereto. Each Selling Shareholder agrees with the Buyer, the Company and the other Selling Shareholder that, upon the Closing, the consideration set forth next to such Selling Shareholder's name in SCHEDULE 1.2 constitutes the full, entire and correct consideration payable to such Selling Shareholder for his Shares.
Sample 1
Consideration for Purchase of Shares. In consideration for the transfer, sale and delivery to AppNet of all of the issued and outstanding Shares, AppNet will pay to the Stockholders, in accordance with their pro rata share of the outstanding share ownership of the Company as set forth on Schedule 4.5 (the "Pro Rata Shares"), the following amounts (in the aggregate, the "Purchase Price"), subject to reduction pursuant to Sections 2.3, 2.4 or 7.12 consisting of: (a) $6,800,000 in cash payable at the Closing (as defined in Section 3.1) (the "Cash Payment"), subject to (i) adjustment as provided herein and (ii) reduction for the value attributable to the Assumed Options (the "Assumed Option Value"), being the spread between (A) the aggregate exercise price of the Assumed Options and (B) an amount equal to (I) the Cash Payment (without reduction pursuant to this Section 2.2(a)(ii)), plus the aggregate value of the Stock Payment (based on $6.00 per share), multiplied by, (II) a fraction, the numerator of which is the number of Assumed Options and the denominator of which is the number of fully diluted shares of Common Stock prior to the Closing Date. (b) An aggregate of 450,000 shares of AppNet Common Stock (the "Stock Payment"); and (c) The Contingent Amount (as defined in Section 3.3(a)), if any, pursuant to the terms and conditions of Section 3.3 hereof.
Sample 1
Consideration for Purchase of Shares. In consideration for the transfer, sale and delivery to Buyer of all of the issued and outstanding Shares, Buyer will pay to Seller an amount equal to the sum (such sum being referred to herein as the "Purchase Price") of $41,000,000 (as may be adjusted after the Closing Date pursuant to Section 2.05) plus the amount of all cash and cash equivalents of Cardkey on hand and in financial institutions as of the Closing (the "Cash Balances").
Sample 1
Consideration for Purchase of Shares. The Board of Directors shall have the power to purchase any class of stock herein or hereafter authorized from such persons, firms, associations or corporations, and for such consideration as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.
Sample 1
Consideration for Purchase of Shares. The Company’s per share purchase price for the Repurchased Shares shall be equal to the closing price of the Company’s Common Stock, as reported by The NASDAQ Stock Exchange, LLC, on the Effective Date (the “Per Share Price”). The aggregate purchase price for the Repurchased Shares shall be equal to the product of the Per Share Price times 46,420 (the “Purchase Price”). The Purchase Price shall be payable by the Company’s normal payroll processor, ADP, at the Seller’s next regular pay date after the Effective Date.
Sample 1
Consideration for Purchase of Shares. In consideration for the transfer, sale and delivery to AppNet of all of the issued and outstanding Shares, AppNet will pay to the Stockholders, in accordance with their pro rata share of the outstanding share ownership of Kodiak as set forth on Schedule 1 (the "Pro Rata Shares"), the following amounts (in the aggregate, the "Purchase Price"), subject to (a) increase pursuant to Section 6.10 for any Section 338 Adjustment and (b) reduction pursuant to Sections 2.2.2, 2.3 and 7.12, consisting of: (a) $11,370,000 in cash payable at the Closing (as defined in Section 3.1), subject to adjustment as provided herein (the "Cash Payment");
Sample 1
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Consideration for Purchase of Shares. In consideration for the transfer, sale and delivery to AppNet of all of the issued and outstanding Shares, AppNet will pay to the Stockholders, in accordance with their pro rata share of the outstanding share ownership of I33 as of the Closing Date as set forth on Schedule 1 (the "Pro Rata Shares"), the following amounts (in the aggregate, the "Purchase Price"), subject to (a) increase pursuant to Section 6.12 for any Section 338 Adjustment Amount and (b) reduction pursuant to Sections 2.4(d), 2.5 and 7.13, consisting of: (a) The Cash Amount payable at the Closing, subject to adjustment as provided herein; (b) Subordinated Convertible Promissory Notes (the "$3.5 Million Notes") to be dated as of the Closing Date, in the aggregate principal sum of $3,500,000, all in form and substance substantially identical to Exhibit A attached hereto; (c) Subordinated Convertible Promissory Notes (the "$6.8 Million Notes") to be dated as of the Closing Date, in the aggregate principal sum of $6,800,000, all in form and substance substantially identical to Exhibit B attached hereto; (d) The Purchase Price has been calculated based upon several factors, including the assumption that the Net Worth of I33 will be equal to or greater than $1,000,000 as of the Closing. If on the Closing Financial Certificate (as defined in Section 7.13), the Net Worth of I33 is less than $1,000,000, the Cash Amount to be delivered to the Stockholders may, at AppNet's election, be reduced (as to each Stockholder in accordance with his Pro Rata Share) by the difference between $1,000,000 and the Net Worth set forth on the Closing Financial Certificate either (i) at the Closing or (ii) after completion of the Post-Closing Audit (as defined in Section 2.5).
Sample 1
Consideration for Purchase of Shares 
Sample 1Sample 2

Related to Consideration for Purchase of Shares

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Issuance and Repurchase of Shares The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants or other rights to purchase Shares or any other interests in the Trust other than Shares.

  • Purchase of Shares from the Fund (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Consideration for Stock In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker 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 Maker for stock or other securities of any corporation, the Maker 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. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

  • Consideration for Shares The Trustees may issue Shares of any Series for such consideration (which may include property subject to, or acquired in connection with the assumption of, liabilities) and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in Section 6.1(l) hereof). The Trustees may classify or reclassify any unissued Shares, or any Shares of any Series previously issued and reacquired by the Trust, into Shares of one or more other Series that may be established and designated from time to time.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Purchase of Firm Shares Based on the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] the Firm Shares at a purchase price (net of discounts) of $[●] per Share. The Underwriters agree to purchase from the Company the Firm Shares in such amounts as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.

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