Consideration in Kind Sample Clauses

Consideration in Kind. If consideration in kind is accepted by the Lessor for any Supply made under this Lease the GST amount payable to the Lessor under clause 34.1(b) in respect of the consideration in kind will be calculated by using the prevailing market value of the consideration in kind as determined by the Lessor.
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Consideration in Kind. As non-cash consideration, TGLT agrees to transfer to APSA, who accepts the commitment, under the regime of the Horizontal Property (Law No. 13,512 ) the following future real estate located in the building that TGLT will build on the property acquired by this act, namely: (i) a number of Functional Housing Units (Department) - according to Sketch Location of Committed Units that are attached to said Agreement in Annex VI - representing in its set the seventeenth point thirty-three percent (17.33%) of total salable square meters of the apartments at the Building that TGLT will develop on the property, with a guaranteed minimum for APSA salable square meters of housing (apartments) of two thousand one hundred seventy square meters (2,170 m2), (ii) a number to be determined of Complementary / Functional Units Garages, representing in the aggregate fifteen point eighty two percent (15.82%) of total square meters of parking units that TGLT will develop on the property, with an assured minimum for APSA of thirty-two (32) parking units in the same building, in both cases (i and ii) being part of the Housing section of the building and (iii) all the parking units designated for commercial purposes of the building, with an assured minimum for APSA of one hundred seventy-one commercial parking units, being part of the Commercial section of the Building. Furthermore, and in the event they are built, TGLT committed to transfer a number of storage spaces representing a fifteen eighty two percent (15.82%) of total square meters of storage spaces that TGLT will build on the property. [ ... ] It is in any event expressly clarified and agreed that, since the delivery and transfer by TGLT to APSA of Committed Units constitute, together with the cash consideration referred to in paragraph 4.2. above, the equivalent consideration by TGLT for the property transferred. TGLT only will fulfill the obligations assumed by the effective delivery and transfer of such Committed Units in the terms and conditions set forth in the Agreement and at this deed, but in no case can be interpreted that APSA assumes contingency risk or any alloys that such Committed Units not come to exist (in whole or in part), or come into existence in a manner other than that provided and agreed in the Agreement and / or the terms and conditions stipulated therein.
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Consideration in Kind. 6.12.1. Up to 50% of (a) the consideration payable by Bidco (or its designee, including Liberty Parent) to the relevant Managers in the event of exercise of any Leaver Call Option, Leaver Put Option, Managers’ Put Option or Bidco’s Call Option, including up to 50% of the consideration payable by Bidco (or its designee, including Liberty Parent) to the Managers in respect of any Call Shortfall, plus any interest owned thereon in accordance with this Agreement, (b) any Anti-Embarrassment Payment payable by Bidco (or its designee, including Liberty Parent) to the relevant Managers and (c) the consideration payable by Bidco (or its designee, including Liberty Parent) pursuant to clause 6.9, in any such case, can be satisfied at Bidco’s sole discretion in kind through the delivery to the relevant Manager(s) (or, in the case of clause 6.12.1(c) above, such relevant Manager’s heirs) of Consideration Shares. If any Consideration Shares are to be issued or delivered to any heir of a Manager as a result of a Transfer pursuant to clause 6.9, this clause 6.12 shall apply to such heir(s) mutatis mutandis. Notwithstanding anything to the contrary contained herein, at any given time, no Consideration Shares shall be issued hereunder if such Consideration Shares would, when combined with the total number of shares of capital stock of Liberty Parent (including any and all securities convertible into, or exchangeable or exercisable for, shares of capital stock of Liberty Parent) (i) issued pursuant to the SPA, (ii) previously issued pursuant to this Agreement and (iii) otherwise issued in connection with the transactions contemplated by this Agreement or the SPA, exceed 19.99% of the outstanding shares of capital stock of Liberty Parent, calculated in compliance with Rule 5635 of the listing rules of The Nasdaq Stock Market LLC, except that this sentence shall not apply if Approval is obtained by Liberty Parent prior to such issuance.
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Consideration in Kind. On the Closing Date (as defined in Section 4.2 below), the Purchaser shall transfer to each of the Sellers his pro rata portion of eighty percent (80%) of USD 1,000 cash and eighty percent (80%) of 800,000 shares of common stock in HealthTronics Surgical Services, Inc. (herein “HealthTronics Shares”) (herein “Direct Consideration”). Each Seller shall receive the HealthTronics Shares pro rata to each Seller’s ownership in HMT Holding. Twenty percent (20 %) of the cash and twenty percent (20%) of the HealthTronics Shares, (the “Escrow Consideration”) paid as consideration to Sellers shall be transferred pursuant to the Escrow Agreement in Exhibit 3.1 to the Escrow Account.
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Related to Consideration in Kind

  • Distribution in Kind Notwithstanding the provisions of Section 18-605 of the Act, a member may receive distributions from the Company in any form other than cash, and may be compelled to accept a distribution of any asset in kind from the Company.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Consideration Period You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • Termination in General If Executive’s employment with the Company terminates for any reason, the Company will pay or provide to Executive: (i) any unpaid Salary through the date of employment termination, (ii) any unpaid Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs (payable at the time the bonuses are paid to employees generally), (iii) any accrued but unused vacation or paid time off in accordance with the Company’s policy, (iv) reimbursement for any unreimbursed business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (v) all other payments or benefits (if any) to which Executive is entitled under the terms of any benefit plan or arrangement.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Consideration to Company In consideration of the granting of this Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or a Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe, until the next annual meeting of stockholders of the Company. Nothing in the Plan or this Agreement shall confer upon any Optionee any right to continue as a director of the Company, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without good cause.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

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