Consideration Generally Sample Clauses
The "Consideration Generally" clause defines the requirement that each party to a contract must provide something of value, known as consideration, for the agreement to be legally binding. This can include money, services, goods, or a promise to perform or refrain from certain actions. By establishing that both parties are exchanging something of value, the clause ensures the enforceability of the contract and prevents agreements from being considered mere gifts or gratuitous promises.
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Consideration Generally. In consideration for the performance of Kowa’s obligations hereunder, including compensation for Kowa’s Detailing efforts hereunder, during the Term Amarin shall pay Kowa a Quarterly percentage of the Gross Margin for the Product in the Territory (the “Co-Promote Fee”). In addition, following the expiration or earlier termination of the Term, under certain circumstances, Amarin shall pay to Kowa the Tail Period Payments, all as detailed herein.
Consideration Generally. Each Seller agrees to the allocation of the Total Consideration as provided for in this Agreement (including any allocation notified to the Buyer by the Sellers’ Representative pursuant to clause 3.5) and waives any claim or dispute regarding the apportionment of the proceeds from the sale of his Shares provided it is made in accordance with this Agreement. Following any payment to the Payments Administrator in accordance with this Agreement, the Buyer shall be under no obligation to see that any such amounts are divided and paid to each Seller (or any other person).
Consideration Generally. As consideration for the Purchased Assets, Purchaser shall, at the Closing, pay to Seller the sum of $20,500,000.00, plus or minus the prorations for real and personal property taxes, security deposits and utilities determined at Closing and the amount paid for the trucks specified in Section 7.1.16 (the "Purchase Price") in immediately available funds by bank wire transfer to one or more accounts specified by Seller.
Consideration Generally. Each Seller agrees to the allocation of the Total Consideration as provided for in this Agreement (including any allocation notified to the Buyer by the Sellers’ Representative pursuant to clause 3.5) and waives any claim or dispute regarding the apportionment of the proceeds from the sale of his Shares provided it is made in accordance with this Agreement. Following any payment to the Payments *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. Administrator in accordance with this Agreement, the Buyer shall be under no obligation to see that any such amounts are divided and paid to each Seller (or any other person).
Consideration Generally. (a) The aggregate consideration payable by the Buyers to the Sellers for the Purchased Equity shall be an amount in cash (such amount, the “Aggregate Purchase Price”) equal to (i) $233,500,000, plus (ii) the Company Cash, minus (iii) the Company Indebtedness, minus (iv) any Company Transaction Expenses, plus (v) the amount, if any, by which the Company Working Capital is greater than Target Working Capital, minus (vi) the amount, if any, by which the Company Working Capital is lower than Target Working Capital.
(b) An estimate of the Aggregate Purchase Price shall be determined in accordance with Section 2.2 (such estimate, the “Closing Purchase Price”) and paid by the Buyers at the Closing as directed by Seller Parent, which estimate shall be subsequently reconciled and adjusted as provided in Section 2.4.
(c) The allocation of the Aggregate Purchase Price shall be as per Section 7.4(a).
Consideration Generally. The form of consideration to be provided by the transferee to the CCLBA is in the sole discretion of the CCLBA and may take the form of cash, deferred financing, performance of contractual obligations, imposition of restrictive covenants, or other obligations and responsibilities of the transferee, or any combination thereof.
Consideration Generally. (i) Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Parent Merger and without any action on the part of any Person, each share of Seller Common Stock (excluding Company-Owned Stock) issued and outstanding immediately prior to the Effective Time shall be converted at the election of the holder thereof (in accordance with the election and allocation procedures set forth in Sections 3.01(b), (e), (h), (i) and (j)) into either (i) the right to receive $69.00 in cash without interest (the “Cash Consideration”) or (ii) an amount of Purchaser Common Stock equal to the quotient, carried to four decimal places (the “Common Stock Exchange Ratio”) of (A) $69.00 divided by (B) the Purchaser Share Price (as defined below) of a share of Purchaser Common Stock (the “Common Stock Consideration”); provided, however, that in no event may the Common Stock Exchange Ratio be less than 3.6316 or greater than 4.3125. If the Common Stock Exchange Ratio otherwise would be less than 3.6316 or greater than 4.3125, then 3.6316 or 4.3125, respectively, shall be used. For purposes of this Agreement, the “Purchaser Share Price” of the Purchaser Common Stock shall be the average of the high and low sale prices of Purchaser Common Stock (as reported on Nasdaq or, if not reported thereon, in another authoritative source) for each trading day during the ten (10) trading day period ending five (5) days prior to the Election Deadline.
(ii) Each share of Seller Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall thereupon be converted automatically into and shall thereafter represent the right to receive, subject to the other provisions of this Article III, one share (the “Series A Preferred Consideration”) of preferred stock, no par value per share, of Purchaser to be designated, prior to the Closing Date, as Fixed Rate Cumulative Perpetual Preferred Stock, Series B, stated liquidation amount $1,000 per share (the “Purchaser Series B Preferred Stock”), and otherwise having rights, preferences, privileges and voting powers such that the rights, preferences, privileges and voting powers of the Seller Series A Preferred Stock are not adversely affected by such conversion and having rights, preferences, privileges and voting powers, and limitations and restrictions that, taken as a whole, are not materially less favorable than the rights, preferences, privileges and voting powers, and limitations and rest...