Consideration for Purchase of Shares Sample Clauses

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:
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.
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. C. The Preferred Shares may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a "Preferred Shares Designation") pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restriction of any wholly unissued series of Preferred Shares, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. The Board of Directors shall designate each series to distinguish it from other series and classes of stock of the Corporation, shall specify the number of shares to be included in the series, and shall fix the terms, rights, restrictions and qualifications of the shares of the series, including any preferences, voting powers, dividend rights and redemption, sinking fund and conversion rights. Subject to the express terms of any other series of Preferred Shares outstanding at the time, the Board of Directors may increase or decrease the number of shares or alter the designation or classify or reclassify any unissued shares of a particular series of Preferred Stock by fixing or altering in any one or more respects from time to time before issuing the shares, any terms, rights, restrictions and qualifications of the shares. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The Board of Directors shall have the power to purchase any of the Preferred Shares herein or hereafter authorized from such persons, firms, or corporations, and for such consideration as the Board of Directors shall from time to time, ...
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 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. 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:
Sample 1
Consideration for Purchase of Shares 
Sample 1Sample 2
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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.

  • Subscription and 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 subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • Issuance and Repurchase of Shares The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Shares, including Shares in fractional denominations, and, subject to the more detailed provisions set forth in Articles VIII and IX, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the Delaware General Corporation Law.

  • Purchase of Shares from the Fund 3.1 The Distributor shall have the right to buy from the Fund on behalf of investors the Shares needed, but not more than the Shares needed (except for clerical errors in transmission) to fill unconditional orders for Shares placed with the Distributor by investors or registered and qualified securities dealers and other financial institutions (selected dealers).

  • Purchase of Shares of Common Stock Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to:

  • Purchase of Shares in Offer Parent, the Purchaser or their affiliates shall have purchased Shares pursuant to the Offer; and

  • Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

  • Purchase of Common Shares The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

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