Consideration of Share Acquisition Sample Clauses

Consideration of Share Acquisition. The parties agree that the consideration for the Share Acquisition (the “Aggregate Purchase Price”) shall be paid through a combination of ***% cash and ***% shares of the Listed Company (the “Listed Shares”).
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Consideration of Share Acquisition. The parties agree that the consideration for the Share Acquisition (the “Aggregate Purchase Price”) shall be paid through a combination of ***cash and ***shares of the Listed Company (the “Listed Shares”). (a) if the Target Annual Average Net Profit exceeds RMB***, the Aggregate Purchase Price shall be *** times of the corresponding amount of the Target Annual Average Net Profit distributable to JYD based on its shareholding percentage; (b) if the Target Annual Average Net Profit is above RMB*** but not higher than RMB***, the Aggregate Purchase Price shall be ***s of the corresponding amount of the Target Annual Average Net Profit distributable to JYD based on its shareholding percentage; (c) if the Target Annual Average Net Profit is lower than RMB***, JYD may elect to cancel the Share Acquisition and request the Seller to return all forms of paid purchase price, and shall not assume any losses and debts incurred by the Target Company or any other liabilities. The parties agree that, for the purpose of payment of the Aggregate Purchase Price within the Target Years, upon the confirmation of the net profit for the fiscal year of 2024, such annual net profit shall be deemed as the Target Annual Average Net Profit so as to initially determine the Aggregate Purchase Price in advance. After the confirmation of the net profit for the fiscal years of 2025 and 2026, the Target Annual Average Net Profit shall be recalculated based on the amount of the net profit of the Target Years of 2025 and 2026 separately and such recalculated result shall be deemed the Target Annual Average Net Profit so as to calculate the Aggregate Purchase Price (the Aggregate Purchase Price initially determined based on the net profits of 2024 and 2025, as applicable, shall be referred to as the “Provisional Aggregate Purchase Price”, and the Aggregate Purchase Price calculated based on all Target Years, the “Final Aggregate Purchase Price”). The Aggregate Purchase Price shall be paid as follows: (a) Cash Consideration: Upon the Provisional Aggregate Purchase Price has been calculated based on the financial data of 2024, JYD shall pay ***% of the cash portion of the Provisional Aggregate Purchase Price prior to September 31, 2025; upon the Provisional Aggregate Purchase Price has been calculated based on the financial data of 2025, JYD shall pay ***% of the cash portion of such Provisional Aggregate Purchase Price prior to September 31, 2026; upon the Final Aggregate Purchase Price has b...
Sample 1

Related to Consideration of Share Acquisition

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

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