CONSIDERATION FOR SALE AND TRANSFER. (EXCHANGE) --------------------------------------------------
3.1 At the Closing, subject to the terms and conditions of this Agreement, and in full consideration for the aforesaid sale, conveyance and delivery of Shares, the Purchaser shall deliver share certificates to the Seller for a number of issued common shares in the Purchaser (the "New Shares"). The total value and hence number of New Shares issued in favor of the Seller shall equal the amount of USD 1,400,000. The share price for each New Share shall be the fair market value on the day of Closing, hereinafter referred to as the "Consideration".
3.2 Notwithstanding the above, endorsed in blank, share certificates representing 35 percent of the New Shares shall be deposited with the Purchaser's U.S. based attorney (the "Escrow Agent"), for a period of six months following the closing for delivery to the Seller, in accordance with an escrow agreement attached hereto as Schedule 3.2 (the "Escrow Agreement"), upon satisfaction of all of the terms and conditions of this Agreement.
CONSIDERATION FOR SALE AND TRANSFER. At the Closing, in consideration for the sale of the Assets to ProMedCo-SW, the following will occur:
CONSIDERATION FOR SALE AND TRANSFER. See Section 2.4 of the Agreement.
CONSIDERATION FOR SALE AND TRANSFER of the Subject Properties". The purchase price for the Subject Properties (the "Purchase Price") shall be Ten Million Dollars ($10,000,000),
CONSIDERATION FOR SALE AND TRANSFER. (EXCHANGE) -------------------------------------------------
3.1 At the Closing, subject to the terms and conditions of this Agreement, and in full consideration for the aforesaid sale, conveyance and delivery of Shares, the Purchaser shall:
(a) deliver share certificates to the Seller for a number of issued common shares in the Purchaser (the "New Shares"). The total value and hence number of New Shares issued in favor of the Seller shall equal the dollar amount, calculated at the NLG rate to the USD at the date of this agreement, of the Company's net revenue for twelve-month ending December 31, 1999, as per Schedule 2. The share price for each New Share shall be the share price at closing of the market on the day of this agreement, as per Schedule 2; and
(b) shall issue stock options to the Seller, equal to the number of New Shares issued, on the terms and conditions as set forth in Schedule 3.1 (b) (the "Options"). The exercise price shall be the share price at closing of the market on the day of this agreement. Each of the Options issued pursuant to the terms of this Agreement and Schedule 3.1 (b) shall be exercisable between January 28, 2001 and January 28, 2004, and collectively referred to as the "Consideration".
3.2 Notwithstanding the above, endorsed in blank share certificates representing 50 percent of the New Shares shall be deposited with the Purchaser's U.S. based attorney (the "Escrow Agent"), for a period of one (1) year following the closing for delivery to the Seller on the first anniversary of the closing, in accordance with an escrow agreement attached hereto as Schedule 3.2 (the "Escrow Agreement"), upon satisfaction of all of the terms and conditions of this Agreement.
CONSIDERATION FOR SALE AND TRANSFER. At the Closing, subject to the terms and conditions of this Agreement and in full consideration for the aforesaid sale, conveyance and delivery of the Partnership Assets,
(a) the Company will issue, transfer and deliver to the Partnership a certificate or certificates bearing a legend to reflect delivery pursuant to this Agreement representing a number of shares of Company Common Stock equal to the Adjusted Company Shares. The "Adjusted Company Shares" shall be a number equal to (A) $3,450,000 divided by (B) the Company Measurement Price. The "Company Measurement Price" is defined as the average of the closing prices of a share of Company Common Stock as reported by Nasdaq during the period of 15 trading days ending on the day that is five business days preceding the Closing Date (the "Determination Period"), provided, however, that (i) if the Company Measurement Price is equal to or greater than $32.50, it shall be deemed to be equal to $32.50 (the "Maximum Company Measurement Price"), and (ii) if the Company Measurement Price is equal to or less than $30.2326, it shall be deemed to be equal to $30.2326 (the "Minimum Company Measurement Price").
CONSIDERATION FOR SALE AND TRANSFER. (a) At the Closing, in consideration for the sale of the Assets to ProMedCo-Harrisburg, the following will occur:
(i) ProMedCo-Harrisburg will deliver to HealthAmerica 80% of the Consideration (the "Initial Portion of Purchase Consideration") via wire transfer as directed by HealthAmerica.
(ii) ProMedCo-Harrisburg will execute and deliver to HealthAmerica an executed copy of the Undertaking assuming the liabilities of HealthAmerica set forth in ss. 2.2 above, and shall specifically exclude any mortgage or other liabilities related to real estate owned by HealthAmerica.
(iii) HealthAmerica will execute and deliver to ProMedCo-Harrisburg the Xxxx of Sale, assignment and other good and sufficient instruments of conveyance and transfer, in form and substance satisfactory to ProMedCo-Harrisburg's counsel, as shall be effective on the Closing Date to vest in ProMedCo-Harrisburg good and marketable title to the Assets as provided in this Agreement.
(iv) ProMedCo-Harrisburg shall pay HealthAmerica, as contingent consideration hereunder, the amounts, if any, which would have been disbursed by HealthAmerica under Section 2 of the Inducement Agreement for the period from July 1, 1997 through the Closing Date had the Inducement Agreement been in effect during such period and the obligations under such Section 2 commenced on July 1, 1997.
(b) In at other times, the following will occur:
(i) As soon as the Definitive Closing Statement is prepared in accordance with ss. 2.10(a), ProMedCo-Harrisburg shall deliver to HealthAmerica the balance of the Consideration (the "Second Portion of the Purchase Consideration") adjusted pursuant to ss. 2.10.
(ii) On demand from time to time, ProMedCo-Harrisburg shall pay HealthAmerica, as contingent consideration hereunder, amounts equal to the amounts, if any, disbursed by HealthAmerica under Section 2 of the Inducement Agreement on and after the Closing Date and 175% of the amount disbursed by HealthAmerica under Section 3 of the Inducement Agreement.
CONSIDERATION FOR SALE AND TRANSFER. In connection with the Closing:
(a) At the Closing, ProMedCo-Sarasota will deliver to each Shareholder 80% of that portion of the Consideration obtained by multiplying the Consideration, without adjustment pursuant to ss. 2.7, by a fraction, the numerator of which is the number of shares of IMG Stock held by such Shareholder, and the denominator of which is the number of shares of IMG Stock held by all the Shareholders. The cash delivered at the Closing is referred to as the "Initial Portion of Purchase Consider ation."
(b) At the Closing, each Shareholder will deliver his or her shares of IMG Stock together with a stock power executed in blank with signature guaranteed in form and substance satisfactory to ProMedCo-Sarasota's counsel, as shall be effective on the Closing Date to vest in ProMedCo-Sarasota good and marketable title to the IMG Stock, free and clear of all liens, pledges and encumbrances.
(c) As soon as the Definitive Closing Statement is prepared in accordance with ss. 2.7(a), ProMedCo-Sarasota shall deliver to each shareholder that portion of the Consideration obtained by multiplying (x) the amount obtained by applying the aggregate of all adjustments to Consideration described in Section 2.8 to 25% of the Initial Portion of the Purchase Consideration, by (y) a fraction, the numerator of which is the number of shares of IMG Stock held such Shareholder, and the denominator of which is the number of shares of IMG Stock held by all the Shareholders.
CONSIDERATION FOR SALE AND TRANSFER. (EXCHANGE) ----------------------------------------------
3.1 At the Closing, subject to the terms and conditions of this Agreement, and in full consideration for the aforesaid sale, conveyance and delivery of Option, the Purchaser shall pay in cash to the Seller an amount equal to the Indebtedness on the Closing Date (the "Purchase Price"). At such time all outstanding Indebtedness shall cease to be payable by the Company to Seller.
CONSIDERATION FOR SALE AND TRANSFER. The purchase price for the Assets (the “Purchase Price”) shall be $2,500,000.00 (Two Million Five Hundred Thousand Dollars), payable as follows:
(a) Promissory Note from Purchaser to Seller for $1,251,776.43 (subject to certain set-offs as described in said Note);
(b) Assumption of liabilities in the amount of $645,834.14 as specifically described in Schedule 1.2;
(c) Assumption of the Pacific Capital note in the amount of $ $602,389.43 Southland 1.2;
