Consideration for the Transferred Assets Sample Clauses
Consideration for the Transferred Assets. In consideration for the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall assume the Assumed Liabilities pursuant to Section 1.3 hereof and shall make payments as follows:
Consideration for the Transferred Assets. In consideration for the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to the Sellers an aggregate purchase price (the "Purchase Price") as follows:
(a) At the Closing, the Buyers shall deliver to EMJAY Contracts: (i) the shares of StaffMark common stock, $.01 par value (the "StaffMark Common Stock") set forth in the certificate delivered by EMJAY Contracts herewith (the "EMJAY Contracts Purchase Price Certificate"), based on the Agreed Value (the "EMJAY Contracts Shares"); and (ii) the amount of cash set forth in the Purchase Price Certificate, said cash to be deposited into escrow pursuant to an escrow agreement (the "Cash Escrow Agreement") and held until January 2, 1998, at which time said cash and all proceeds thereof shall be delivered to the Sellers; and
(b) At the Closing, the Buyers shall deliver to EMJAY Careers: (i) the shares of StaffMark Common Stock set forth in the certificate delivered by EMJAY Careers herewith (the "EMJAY Careers Purchase Price Certificate"), based on the Agreed Value (the "EMJAY Careers Shares" and collectively with the EMJAY Contracts Shares, the "Shares"); and (ii) the amount of cash set forth in the Purchase Price Certificate, said cash to be deposited into escrow pursuant to an escrow agreement (the "Cash Escrow Agreement") and held until January 2, 1998, at which time said cash and all proceeds thereof shall be delivered to the Sellers; and
(c) At the Closing, EMJAY Contracts shall deposit into escrow with Mercantile Bank National Association, St. Louis, Missouri, an amount of the EMJAY Contracts Shares equal to 10% of the Purchase Price allocable to EMJAY Contracts, as further set forth in the EMJAY Contracts Purchase Price Certificate, and pursuant to the "Escrow Agreement" as executed and delivered by the Parties at Closing and attached hereto as Exhibit B; and
(d) At the Closing, EMJAY Careers shall deposit into escrow with Mercantile Bank National Association, St. Louis, Missouri, an amount of the Shares equal to 10% of the Purchase Price allocable to EMJAY Careers, as further set forth in the EMJAY Careers Purchase Price Certificate, and pursuant to the "Escrow Agreement" as executed and delivered by the Parties at Closing and attached hereto as Exhibit B; and
(e) Buyers shall pay to the Sellers the earnout amounts pursuant to and in accordance with the "Earnout Agreements" as executed and delivered by the Parties at Closing and...
Consideration for the Transferred Assets. In consideration ---------------------------------------- for the transfer of the Transferred Assets and assumption of the Assumed Liabilities (defined below) upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), the Buyer shall pay or deliver to the Sellers the following (collectively, the "Purchase Price"): (i) Two Million Dollars ($2,000,000) in cash (the "Cash Component"), (ii) Buyer's Subordinated Promissory Note in the principal amount of Eight Hundred Thousand Dollars ($800,000) in the form attached as Exhibit 1.02(a); --------------- (iii) 900,000 shares of Buyer's restricted common stock, $.01 par value per share (the "Shares"), subject to the restrictions set forth in the Stockholders Agreement described in Section 6.10; and (iv) Three Million Eight Hundred and Seven Thousand Four Hundred and Seventy Dollars ($3,807,470) in cash (the "Cash Payoff Component"), which shall be applied solely to the payment of the liabilities set forth on Schedule 1.02(a); provided, however, that the Cash ---------------- Payoff Component shall be reduced if and to the extent that any compromise or settlement of such liabilities is effected on or prior to the time of Closing; and provided further that any compromise or settlement of such liabilities shall be made in accordance with Section 4.16.
Consideration for the Transferred Assets. In consideration for the License Agreement and the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, ChemGenics shall issue to PerSeptive an aggregate of 9,792,679 shares (the "Shares") of ChemGenics' common stock, $.001 par value per share (the "Common Stock"). Of such Shares, 979,268 shares shall be issued to PerSeptive as an earnout payment (the "Earnout Shares") for services, equipment use, supplies and other PerSeptive assets for a period of three (3) years following the Closing Date, as more fully set forth in the Consulting and Interim Services Agreement. If any of the services, equipment, supplies and other PerSeptive assets are not provided during such three-year period in accordance with the terms of the Consulting and Interim Services Agreement, PerSeptive shall forfeit certain of the Earnout Shares in accordance with the formula set forth in the Consulting and Interim Services Agreement. PerSeptive shall be deemed to have earned the Earnout Shares unless ChemGenics provides to PerSeptive a written notice of failure to provide required services, equipment, supplies or other assets, and PerSeptive PERIOD SHARES SUBJECT TO FORFEITURE From the Closing Date until the 1st Anniversary Date 979,268 From 1st Anniversary Date to 2nd Anniversary Date 652,844 From 2nd Anniversary Date to 3rd Anniversary Date 326,422 After 3rd Anniversary Date 0 In further consideration for the transfer of the Transferred Assets, PerSeptive shall receive a warrant (the "Warrant"), to purchase 4,896,335 shares of Common Stock at a price of $5.00 per share. The Warrant will be for a term of four years from the Closing and will adjust for stock splits, stock dividends and similar capital transactions and shall contain other customary terms and conditions satisfactory to the parties. PerSeptive may cause the Shares, the Warrant or the Common Stock issued upon exercise of the Warrant to be transferred to one of its wholly-owned subsidiaries, provided that PerSeptive shall retain 100% of the ownership and voting control of such subsidiary as long as such subsidiary holds the Shares, the Warrant or shares of Common Stock issued upon exercise thereof.
Consideration for the Transferred Assets. In consideration for the conveyance of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Buyer, in addition to assuming the Assumed Liabilities, will pay to the Seller an aggregate consideration of Five Million and 00/100 Dollars ($5,000,000.00) (the "Purchase Price"). Upon the execution of this Agreement, the Buyer shall deposit the sum of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) with the Seller (the "Signing Deposit"). On March 1, 1997, the Buyer shall deposit the further sum of One Million and 00/100 Dollars ($1,000,000.00) with the Seller (the "Additional Deposit"). The Signing Deposit and the Additional Deposit are herein collectively referred to as the "Deposit." The Deposit shall be secured as provided in Section 1.08 hereof. The balance of the Purchase Price shall be paid at Closing. The total consideration paid by the Buyer to the Seller for the Transferred Assets shall be allocated among the Transferred Assets pursuant to a written allocation mutually agreed to between the Buyer and the Seller prior to the Closing. The Buyer and the Seller shall file all information returns, income tax returns and other similar documents with appropriate taxing authorities, including the Asset Acquisition Statement on Form 8594 required by Section 1060 of the Internal Revenue Code of 1986, as amended, in a manner consistent with such written allocation.
Consideration for the Transferred Assets. The USTC Shares to be issued in connection with the Asset Acquisition will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens and preemptive rights. The certificates representing such shares will be in due and proper form.
Consideration for the Transferred Assets. (a) In consideration for the transfer of the Transferred Assets and entry into the Non-Compete Agreement, upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall deliver to Seller for the Transferred Assets and the Non-Compete Agreement 200,000 shares of Buyer Common Stock based on a price of $11.30 per share (the “Purchase Price”) based on the stock price March 5, 2010 (see attached for pricing). The buyer will pay $1,348,942.41 cash to Venture Metals as additional consideration for the asset transfer and non-compete agreement.
Consideration for the Transferred Assets. In consideration for the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay to the Corporation an aggregate purchase price (the "Purchase Price") as follows:
(a) At the Closing, Buyer shall deliver to the Corporation a promissory note in the form attached hereto as Exhibit AA (the "Promissory Note") pursuant to which Buyer will pay or deliver to the Corporation: (i) 105,611 shares of StaffMark common stock, $.01 par value, (the "Closing Shares"); and (ii) $3,784,945.49 in cash; and
(b) At the Closing Buyer shall deliver cash in the amount of $260,329.50 to the Corporation via wire transfer; and
(c) At the Closing, Buyer shall deposit into escrow with Mercantile Bank National Association, St. Louis, Missouri, the following: (i) 17,889 shares of StaffMark common Stock (together with the Closing Shares, the "Shares"); and (ii) $125,371.02 in cash; and
(d) Buyer shall pay to the Corporation the earnout amounts pursuant to and in accordance with the "Earnout Agreement," the form of which is attached hereto as Exhibit B attached hereto.
Consideration for the Transferred Assets. In consideration for the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, the Buyers shall pay to the Corporation an aggregate purchase price (the "Purchase Price") as follows:
(a) At the Closing, StaffMark shall deliver to the Corporation: (i) the shares of StaffMark common stock, $.01 par value (the "StaffMark Common Stock") set forth in the certificate delivered by the Corporation herewith (the "Purchase Price Certificate"), based on the Agreed Value (collectively, the "Shares"); and (ii) the amount of cash set forth in the Purchase Price Certificate, said cash to be payable in immediately available funds by certified check or wire transfer; and
(b) At the Closing, StaffMark shall deposit into escrow with Mercantile Bank National Association, St. Louis, Missouri, an amount of cash equal to 10% of the Purchase Price, as further set forth in the Purchase Price Certificate.
Consideration for the Transferred Assets. Subject to [Section 7.3], the aggregate purchase price (the "Purchase Price") payable by the Buyer to the Buyer at the Interim Closing shall be 80 million shares of common stock of the Buyer, valued for purposed of this transaction at $0.001 per share or $80,000.