Consideration for the Assets. The aggregate consideration for the Assets shall consist of (i) an amount equal to $43,100,000, subject to proration as set forth in Section 3.2 and adjustment as set forth in Section 3.3 (the "Purchase Price") and (ii) the assumption by Buyer of the Assumed Liabilities. The Purchase Price shall be payable as follows: (a) $1,077,500 (the "Deposit"), payable concurrently with the execution and delivery of this Agreement in cash by means of wire or interbank transfer in immediately available funds to the account of The Chase Manhattan Bank (the "Escrow Agent"), to be held, administered and distributed for the respective benefits of the parties hereto in accordance with the terms of this Agreement and the Escrow Agreement among Seller, Buyer and the Escrow Agent dated the date of this Agreement (the "Escrow Agreement") in the form set forth as Exhibit B attached hereto, and (b) $42,022,500, as adjusted by the prorations and adjustments set forth in the Preliminary Adjustments Report but subject to Sections 3.3(c), (d) and (e) and to the last sentence of Section 3.4(a), payable by Buyer to Seller, or Seller's designee, at Closing in cash by means of wire or interbank transfer in immediately available funds. At Closing, Seller and Buyer shall direct the Escrow Agent to release any interest, earnings and gains then accrued on the Deposit to Buyer, or Buyer's designee, in accordance with the terms of the Escrow Agreement and Escrow Agent shall retain the Deposit, in accordance with the terms of the Escrow Agreement, for the satisfaction of indemnification claims by Buyer against Seller, if any, pursuant to Article XII.
Consideration for the Assets. 4.01 In consideration for Dow’s license/sublicense under the Assets and other intellectual property hereunder, Pfenex shall issue to Dow shares of Series A-1 Preferred Stock of Pfenex as set forth in that certain Contribution, Assignment and Assumption Agreement by and between Dow and Pfenex of even date herewith.
Consideration for the Assets. In consideration for the sale and transfer of the Assets, and subject to the terms and conditions of this Agreement, CANB and Buyer shall pay Sellers $5,316,774 (the “Purchase Price”), payable as follows: (i) $1,250,000 payable in a 12-month promissory note, substantially in the form of Exhibit 1.02(a), at 6% simple interest with monthly payments of $100,000 per month, with the first payment being due upon Closing and each payment being due on the same date each month thereafter. The first $500,000 of payments of the promissory note will be secured by 1,000,000 shares of CANB’s common stock pursuant to a stock power substantially in the form of Exhibit 1.02(b), to be held in escrow as agreed by CANB and Sellers pursuant to an escrow agreement substantially in the form of Exhibit 1.02(c). Should Buyer or CANB default in payment of the first $500,000 of note which default remains uncured pursuant to the terms of the promissory note, the shares will be issued to Sellers and should Buyer and CANB make the first $500,000 in payments under the promissory note, the stock power will be released to CANB, (ii) $125,000 in the form of shares of common stock of CANB (with standard restrictive legend, the “Shares”) issued to Master Sxxxx Enterprises, LLC in exchange for its release of any and all claims against Buyer, Sellers, and the Assets, (iii) $125,000 in the form of Shares issued to Sxxxx Systems, LLC in exchange for its release of any and all claims against Buyer, Sellers, and the Assets, and (iv) $3,800,000 in the form of Shares. All Shares issued pursuant to this Agreement shall be based upon a price of $0.62 per share. Notwithstanding the foregoing, at Closing, CANB shall withhold $1,750,000 of the Shares for a period of ninety (90) days from the Closing Date pursuant to an escrow agreement substantially in the form of Exhibit 1.02(d). Should Buyer or CANB discover during such period that the Assets are not in the same condition as they were when inspected by CANB in June 2021, any of the Assets are non-operational or materially defective, or Sellers’ representations in Section 2.03 of this Agreement are incorrect (“Defect”), and upon the expiration of thirty (30) days written notice with specificity of any Defect to Sellers, during which time Sellers shall have the right to inspect and repair the Defect, the Purchase Price shall be reduced by the value allocated to said piece of equipment pursuant to Section 1.03, which reduction shall be taken from the Shar...
Consideration for the Assets. On the terms and subject to the conditions of this Agreement, in consideration of the sale, conveyance, transfer, assignment, grant and delivery of the Assets to Buyers, Cott shall pay to Seller the sum of Ninety-Four Million Dollars ($94,000,000) (the "Purchase Price"). The Purchase Price shall be paid and delivered to Seller at the Closing by wire transfer of immediately available funds to the account designated by Seller to Cott in writing at least two (2) Business Days prior to the Closing.
Consideration for the Assets. Purchaser will deliver to Vendor, as consideration for the acquisition of the Assets, the following consideration to be paid in the following manner:
Consideration for the Assets. 4.01 In consideration for Dow’s contribution, transfer, assignment, conveyance and delivery of the Assets, Pfenex shall issue to Dow shares of Series A-1 Preferred Stock of Pfenex pursuant to the Contribution Agreement.
Consideration for the Assets. In consideration for the sale and transfer of the Assets, and subject to the terms and conditions of this Agreement, Buyer shall pay Seller $1,394,324 (the “Purchase Price”), payable as follows: (i) $498,259 payable in cash, and (ii) $896,065 payable in the form of shares of common stock of CANB (with standard restrictive legend, the “Shares”) at a price per share equal to the average closing price of the common stock of CANB during the ten (10) consecutive trading days immediately preceding the Closing Date. The Purchase Price will be increased or decreased, as agreed by the Parties based on the Parties’ accounting of the Assets at or prior to Closing. Seller agrees not to dispose of or alter any of the Assets following such accounting.
Consideration for the Assets. In addition to the assumption of the Assumed Liabilities by the Buyer, the consideration for the Assets (collectively, the "Purchase Price") shall be the following, and shall be subject to adjustment in accordance with the terms of this Agreement: (i) the sum of $7,100,000 (the "Closing Cash"), plus (ii) the Working Capital Adjustment determined under Section 2.7 (which may be a negative number), plus (iii) the Contingent Future Payments, if any, payable as and when provided in Section 2.8 and plus (iv) the Buyer Shares, to be issued in accordance with Section 2.9.
Consideration for the Assets. (a) The consideration for the Assets (the “Purchase Price”) subject to adjustment as set forth in (b) below shall be (i). up to $450,000 in cash (“Cash Portion”) of which $100,000 is guaranteed ; (ii). up to $1,200,000 million in the restricted common stock of Buyer’s Parent , (“Stock Portion”) and (iii). stock options for 12.0 million shares, exercisable at $.018 (“Option Portion”) to be allocated to employees of Seller each as more fully described below. At the Closing, and thereafter, the Purchase Price shall be delivered by Buyer to Seller as set forth in Sections 3.2 and 3.3, below:
Consideration for the Assets. In consideration for the transfer of the Assets to Purchaser, Purchaser agrees to forgive $30,000 of the indebtedness owed by Seller to Purchaser.
