Consideration for the Sale Shares. The consideration for the sale and purchase of the Sale Shares shall be the sum of HK$3,986,722,800 to be paid in cash, representing a value of HK$4.35 per Sale Share. As soon as practicable after the signing of the Sale and Purchase Agreement and in any event on or prior to 30 September 2021, Yupei International and the Offeror shall enter into a share charge agreement (the “Share Charge Agreement”), pursuant to which Yupei International shall, among other things, grant first ranking security over its right, title and interest in, to and under 214,968,276 Shares (the “Charged Assets”) in favour of the Offeror. On the second Business Day following the delivery by Yupei International of the relevant ancillary documents, the Offeror shall make payment in cash a sum of HK$623,408,000 (the “Deposit”) by wire transfer of immediately available funds to Yupei International as a deposit. The Deposit shall be paid, repaid, forfeited or retained as follows:
Consideration for the Sale Shares. The Buyer and the Sellers acknowledge that the Earn-Out Payments and the Dividend Payments constitute full consideration for the Sale Shares sold by the Sellers to the Buyer pursuant to the Agreement.
Consideration for the Sale Shares. The consideration for the Sale Shares in the aggregate amount of HK$198,854,195.83 ( equivalent to HK$0.251 per Sale Share for Vendor 1 and HK$0.50 per Sale Share for Vendor 2) was determined separately following arm’s length negotiations between the Purchaser and Vendor 1 and Vendor 2 respectively with reference to (i) the prevailing market price of the Shares; (ii) the respective investment costs of Vendor 1 and Vendor 2; and (iii) unaudited consolidated net asset value per Share of the Group of approximately HK$0.0388 as at 30 September 2011 (which is the unaudited consolidated net asset value of the Group as at 30 September 2011 of approximately HK$41,419,000 as disclosed in the interim report of the Company for the six month ended 30 September 2011 divided by the total number of issued Shares of 1,068,468,860) (the “Latest NAV per Share”). The purchase price of HK$0.251 per Sale Share under the S&P Agreement 1 represents:
Consideration for the Sale Shares. The consideration for the Sale Shares is USD46,225,000 in cash, which was arrived at after arm’s length negotiations between the Company and the Seller and was determined after taking into account, among other things, (i) the future prospects of the smartphone industry; and (ii) the growth potential and future development of the Target Company’s “YOTAPHONE” brand. The Consideration is subject to adjustment as a result of any liability arising under any representation, warranty or undertaking given by the Seller under the Sale and Purchase Agreement. The Company shall deposit the Consideration before Completion to the Escrow Account pursuant to the Sale and Purchase Agreement and the Escrow Agreement. The portion of the Consideration in the amount of USD41,625,000 shall be released from the Escrow Account to the Seller upon Completion. The Company and the Seller shall instruct the Escrow Agent to release to the Company such amount as equal to any claim which the Company may have under the Sale and Purchase Agreement (if any) and shall instruct the Escrow Agent to release to the Seller the balance of the Retention Amount after deduction of such claim, together with interest accrued, in accordance with the Escrow Agreement on the first anniversary of the Completion Date. Completion of the Sale and Purchase Agreement is conditional upon the following having been fulfilled or waived in accordance with the terms of the Sale and Purchase Agreement:
Consideration for the Sale Shares. 4.1 The consideration for the Sale Shares (the “Consideration”) shall be S$1,350,000 which shall be payable in the following manner:
4.1.1 S$40,500, in cash upon the signing of this Agreement, provided that such deposit sum shall be refunded by the Vendors to the Purchaser forthwith in the event that Completion does not occur on or before the Long Stop Date due to Clause 3.3 or Clause 5.4.3;
4.1.2 S$1,284,500, in cash on Completion (the “Completion Payment”); and
4.1.3 S$25,000, in the form of the Consideration Shares (regardless of their prevailing value), to be issued as soon as practicable after the Completion Date but in any event within three months from the Completion Date, provided that the approval has been obtained from Nasdaq for the listing and quotation of the Consideration Shares on Nasdaq Capital Market and has not been revoked or amended and to the extent that any conditions for the listing and quotation of the Consideration Shares are required to be fulfilled, they have been so fulfilled, provided further that the aforesaid shall be subject to and interpreted in accordance with all applicable statutory laws and SEC regulations, including but not limited to, the holding period requirements for affiliates and non-affiliates under Rule 144 of the Securities Act of 1933, as amended. To the extent that compliance with such laws and regulations affects the timing or manner of fulfilment of this condition, the Parties agree to work in good faith to satisfy this condition in a manner consistent with all legal requirements.
4.2 For the avoidance of doubt:
4.2.1 Notwithstanding the deferred payments of part of the Consideration, it is hereby agreed that the Purchaser shall have full title, interest and rights to the Sale Shares upon their transfer to the Purchaser on the Completion Date.
4.2.2 Any deferred payment of part of the Consideration due and outstanding shall remain a debt due from the Purchaser to the Vendors.
4.2.3 In the event that YY Group is unable to issue the Consideration Shares to the Vendors within three months from the Completion Date for whatsoever reason, the Purchaser and YY Group shall jointly and severally pay the sum of S$25,000 in cash.
4.3 All payments of the Consideration to the Vendors, whether in cash or in the form of the Consideration Shares, shall be made in proportion to the number of Sale Shares held by each Vendor.
4.4 The Vendors agree and undertake that the Consideration Shares received by them shall be subject ...
Consideration for the Sale Shares. 4.1 The Consideration for the purchase of the Sale Shares shall be the aggregate sum of $5,200,000 (Dollars Five Million Two Hundred Thousand) for all the Sale Shares which shall be paid in accordance with Clause 4.2.
4.2 The Consideration shall be satisfied:
(i) by the payment of $3,000,000 (Dollars Three Million) on Completion; and
(ii) by the payment of the balance of $2,200,000 (Dollars Two Million Two Hundred Thousand) on the Deferred Consideration Payment Date ("Balance Consideration"), as may be adjusted pursuant to Clause 4.2(B), Provided that the Balance Consideration shall not be paid unless the Purchaser is satisfied with the state of affairs of the Company as reported in the audited accounts of the Company for the financial year ending 31 December 1996 and that all the Warranties are true in all respects, on the Deferred Consideration Payment Date. In the event that the Purchaser, at its sole and absolute discretion and determination:
(A) is not satisfied with the state of affairs of the Company as reported in the audited accounts of the Company for the financial year ending 31 December 1996, the Purchaser shall exercise its rights under the Put Option Agreement; and
(B) is satisfied with the state of affairs of the Company as reported in the FY96 Audited Accounts, the Purchaser shall pay to the Vendor the Balance Consideration pursuant to Clause 4.3 save that the Purchaser shall deduct from the Balance Consideration, such amounts payable by the Vendor to the Company pursuant to Clauses 11.1 (ii) and (iii) and pay the same to the Company on the Deferred Consideration Payment Date and the payment of the Balance Consideration as adjusted hereunder shall constitute full and final payment of all sums due as Consideration under this Agreement and the Vendor shall have no further claim to the same.
4.3 Payment of the Consideration in the manner set out in Clause 4.2 above shall be effected by way of telegraphic transfer of the amount payable to an account designated by the Vendor and notified to the Purchaser not later than three (3) Business Days prior to the date of payment or by way of a cashier's order or banker's draft issued by a bank licensed in Singapore or in Hong Kong or in such other form as the Vendor and the Purchaser may agree.
Consideration for the Sale Shares. The purchase price for the Sale Shares is HK$8.50 per IMM Share, representing a total cash consideration of HK$4,545,800,000. The consideration was determined following arm’s length negotiations between TJCC and Joy Global, taking into account historical trading, financial and operating performance of IMM and its peers as well as the business prospects and development potential of IMM and the synergies it may bring to Joy Global. The consideration shall be paid by Bidco in cash to TJCC at Completion. Bidco’s obligation to complete the purchase of the Sale Shares under the Share Purchase Agreement is conditional upon satisfaction or waiver by Bidco of the following conditions:
Consideration for the Sale Shares. 5.1 The consideration for the purchase of the Sale Shares (“Purchase Price”) shall be the sum stated in Column C of Schedule 3.
5.2 The Purchase Price shall be satisfied by the allotment and issue to each of the Vendors the Consideration Shares set out against the name of each Vendor as stated in Column D of Schedule 3 (“Consideration Shares”) of new VPRO Stocks (thereby valuing each new VPRO Stock at USD0.04) credited as fully paid-up and ranking pari passu in all respects with the existing issued common stocks of the Purchaser on the Completion Date.
Consideration for the Sale Shares. 4.1 The consideration for the purchase of the Sale Shares (the “Consideration”) shall be satisfied by the issuance of 2,008,929 shares at the price of US$3.50 per share in the share capital of the Purchaser issued and alloted for the satisfaction of the Consideration (the “Consideration Shares”), free from all Encumbrances and together with all rights, dividends, entitlements and advantages now and hereafter attaching thereto.
4.2 The Consideration shall be satisfied in accordance with Clause 5.3.
Consideration for the Sale Shares. The consideration for the purchase of the Sale Shares shall be such amount as is determined in accordance with the terms of the Master Agreement (the “Consideration”).
