Consideration for Purchased Shares Sample Clauses

Consideration for Purchased Shares. The consideration for the Purchased Shares shall be the Estimated Purchase Price as adjusted pursuant to the provisions of Section 2.5 of this Agreement. On the Closing Date, in accordance with Section 3.4 of this Agreement, Buyer shall pay the Estimated Purchase Price as follows:
Sample 1
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Consideration for Purchased Shares. The purchase price for the acquisition of the Purchased Shares is: (a) that number of Common Shares (collectively, the “Payment Shares”) as is equal to 50% plus one Common Shares to be issued and outstanding immediately after consummation of the Transaction, as set out in the Closing Capitalization Statement;and (b) that number of Consideration Warrants as is equal to 50% of the number of Concurrent Warrants issued and outstanding immediately after consummation of the Transaction, as set out in the Closing Capitalization Statement, in each case, issued at Closing free and clear of any Liens; and (c) the Contingent Rights and the underlying Deferred Payment Shares, if any.
Sample 1
Consideration for Purchased Shares. Upon the terms and subject to the conditions contained herein, as consideration for the purchase of the Purchased Shares, on the Closing Date, Buyer shall pay to Seller an amount (the "Purchase Price") equal to $18,975,000. The Purchase Price shall be payable by wire transfer in immediately available funds to an account which Seller shall designate in writing to Buyer no less than two Business days prior to the Closing Date, in lawful money of the United States.
Sample 1
Consideration for Purchased Shares. In consideration for each Purchased Share transferred to the Purchaser by the Seller pursuant to Section 2.01, at the Completion, the Purchaser shall issue to the Seller or such Person as the Seller shall direct in writing (the Seller or such Person as the Seller shall direct in writing, as the case may be, being the “Transferee”), fully paid and free and clear of all Encumbrances (other than pursuant to the Shareholders Agreement), 0.27931958 Class A Share (the “Class A Exchange Ratio”) and 0.77068042 Class B Share (the “Class B Exchange Ratio”) (all of such Class A Shares and Class B Shares so issued to the Transferee being the “Issued Shares”). Notwithstanding the foregoing, the Issued Shares shall exclude any fractional shares.
Sample 1
Consideration for Purchased Shares. Subject to Sections 1.3, 1.4 and 9, the consideration payable by Purchaser for each Purchased Share shall be an amount in cash equal to the product of: (i) the Price Per Secondary Share; multiplied by (ii) the Conversion Factor with respect to such Purchased Share. A portion of the consideration payable for the Purchased Shares shall be delivered to Citibank, N.A. or another bank or trust company selected by Purchaser with the consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) (such bank or trust company, “Escrow Agent”) pursuant to Section 1.3; a portion of the consideration payable for the Purchased Shares shall be delivered to the Sellers’ Representative pursuant to Section 10.1(e); and the remainder of such consideration shall be paid to the Disbursing Agent for further distribution to the Sellers at the Closing. 2
Sample 1
Consideration for Purchased Shares. In addition to the assumption and payment of the Assumed Liabilities by Buyer and Buyer's performance of the covenants of Buyer hereunder, Buyer shall pay the following amounts for the Purchased Shares:
Sample 1

Related to Consideration for Purchased Shares

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Payment for Purchase Shares For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next Business Day. For each Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the third Business Day following the date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent shall fail for any reason or for no reason to electronically transfer any Purchase Shares as DWAC Shares in respect of a Regular Purchase or Accelerated Purchase (as applicable) within three (3) Business Days following the receipt by the Company of the Purchase Price or Accelerated Purchase Price, respectively, therefor in compliance with this Section 2(c), and if on or after such Business Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Purchase Shares that the Investor anticipated receiving from the Company in respect of such Regular Purchase or Accelerated Purchase (as applicable), then the Company shall, within three (3) Business Days after the Investor’s request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total Purchase Price for such Regular Purchase plus the total Accelerated Purchase Price for such Accelerated Purchase (as applicable). The Company shall not issue any fraction of a share of Common Stock upon any Regular Purchase or Accelerated Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Sale Shares On the day for Completion determined under clause 4.1, the Seller must sell, and the Buyer must buy, the Sale Shares for the Purchase Price free and clear of all Encumbrances.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Option Shares In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase the Option Shares in proportion to the number of Initial Shares set forth opposite the names of the Underwriters in Schedule I hereto, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

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