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. Purchaser will deliver to Vendor, as consideration for the acquisition of the Assets, the following consideration to be paid in the following manner:
(a) At the First Closing Date, for the first undivided fifty percent (50%) interest in the Assets:
(i) Payment of a non-refundable fee of thirty thousand dollars ($30,000), by wire or Cashier's Check to Vendor;
(ii) Payment of the Workover Funds ($50,000) to the trust account of Fraser and Company, Solicitors and Attorneys for Purchaser ("Trustee"), in trust for disbursement to Vendor pursuant to Clause 13.12;
(iii) Issuance of such number of common shares of Purchaser that is equal to the greater of either 15,000,000 common shares or an undiluted 20% of the issued and outstanding shares of the Purchaser (such calculation to include the number of common share issued to Vendor under this Agreement in the denominator), and will be "restricted stock" as defined under Rule 144 of the Securities Act of 1933, will be issued to Vendor as of the Effective Date and will be delivered to the Escrow Agent under the Escrow Agreement (Schedule "H"), but under the terms and conditions of the Registration Rights Agreement (Schedule "G");
(iv) Execution of a Loan Agreement and Production Payment Obligation for the Cash Payment in substantially the same form and terms as set out in Schedule G;
(v) Execution of the Mortgage and related financing statements securing the Loan Agreement and Production Payment Obligation in substantially the same form and terms as set out in Schedule E; and
(vi) Assumption of costs and liability associated with Vendor's Carried Interest as described in Clause 3.6.
(b) At the Second Closing Date, assuming all conditions precedent have been met and the Purchaser is not in breach of any of its obligations under this Agreement or under the Agreements, for the second undivided fifty percent (50%) interest in the Assets;
(i) As a condition precedent, having funded, drilled and tested all potentially productive zones in the Earning Well pursuant to the terms and provisions of the Farmout Agreement; and
(ii) Fully paying or otherwise satisfying the Loan Agreement and Production Payment Obligation for the Cash Payment.
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
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. 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. In consideration for the transfer of the Assets, Buyer shall issue and deliver to Ensign at Closing, free and clear of any all encumbrances other than the restrictions on transferability outlined in Section 2.22 of this Agreement, Three Million (3,000,000) shares of Common Stock (the "Shares"). The obligations of the parties as set forth in Section 1.1, 1.2 and 1.3 shall be collectively referred as the "Exchange." The purchase price shall be allocated among the Assets for all purposes in accordance with an allocation schedule agreed to by the parties following closing.
Consideration for the Assets. In consideration for the transfer of the Assets and the termination of the License Agreement, Buyer shall issue to Seller at the Closing 3,500,000 shares of Common Stock (the "SHARES").
