Consideration Statement Clause Samples

A Consideration Statement clause defines the value or benefit exchanged between the parties as part of forming a binding contract. Typically, it specifies what each party is providing—such as payment, goods, services, or promises—in return for the other party’s obligations. For example, one party may agree to pay a fee in exchange for consulting services. This clause is essential because it confirms that valid consideration exists, which is a fundamental requirement for contract enforceability and helps prevent disputes over whether a contract is legally binding.
Consideration Statement. (a) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Parent a statement (the “Consideration Statement”), certified by the President of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: Table Of Contents 9 (i) confirmation that no agreements or rights of any kind to obtain shares of Company Common Stock through exercise or conversion thereof, either to a third party, a service provider a Company equity incentive plan or any other arrangement, have been issued and that no such agreements or rights to acquire Company Common Stock are outstanding; (ii) the names and addresses of all Stockholders and the number of Company Common Stock held by such Persons; (iii) detailed calculations confirming the Merger Share Consideration and Exchange Ratio, and setting for the number of shares of Parent Company Stock to be issued to each of the shareholders of the Company; (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Statement in making an exchange of Merger Consideration under Article II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Statement.
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Consideration Statement. (a) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Parent a statement (the “Consideration Statement”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) that the Company’s working capital as of the Closing Date will be equal to or greater than $10,000, accompanies by a statement, prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements of the Company for the most recent fiscal year, evidencing the estimated working capital of the Company; (ii) the names and addresses of all Stockholders and the number of Company Common Stock held by such Persons; (iii) confirmation that no agreements or rights of any kind to obtain shares of Company Common Stock through exercise or conversion thereof, either to a third party, a service provider a Company equity incentive plan or any other arrangement, have been issued and that no such agreements or rights to acquire Company Common Stock are outstanding; (iv) detailed calculations confirming the Merger Share Consideration and Exchange Ratio, and setting for the number of shares of Parent Company Stock to be issued to each of the shareholders of the Company; (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Statement in making an exchange of Merger Consideration under Article II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Statement.
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Consideration Statement. (a) At least five Business Days prior to the Closing Date, the Company, together with the Major Company Stockholders, shall prepare in accordance with the policies set forth on Schedule 2.5(a)(I) of the Company Disclosure Schedule (the “Accounting Policies”) and deliver to Parent (i) a consolidated balance sheet of the Company Group as of the date immediately prior to the Closing, (ii) a statement (the “Consideration Statement”) prepared in the form of and calculated in accordance with the methodologies set forth on Schedule 2.5(a)(II) setting forth in reasonable detail, a good faith calculation of the Adjustment Amount, including all components of the definition thereof, each calculated as of the Reference Time (the “Estimated Adjustment Amount”), and the calculation of Merger Consideration derived therefrom, (iii) the spreadsheet described in Section 2.5(b) (the “Merger Consideration Spreadsheet”), and (iv) reasonable supporting documentation in support of the calculation of the amounts set forth in the foregoing. The Company shall provide Parent a reasonable opportunity to review and comment on the Consideration Statement and components thereof, shall provide Parent and its Representatives access at reasonable times to the relevant personnel, properties, books and records of the Company Group for such purpose, as may be reasonably requested by Parent, and shall consider in good faith Parent’s comments to the Consideration Statement. The Consideration Statement shall be binding on the Company, on the one hand, and Parent, on the other hand, for purposes of this Section 2.5(a) and shall be used to determine the Closing Merger Consideration (including the Per Share Series A Preferred Stock Consideration, the Per Share Series B Preferred Stock Consideration and the Per Share Common Stock Consideration). (b) The Merger Consideration Spreadsheet shall contain the following information, in each case, assuming for the purposes of the Consideration Statement that the Estimated Merger Consideration equals the Merger Consideration: (i) the Estimated Merger Consideration (including the Estimated Adjustment Amount); (ii) the Ardent Leisure Common Stock Consideration; (iii) the Ardent Leisure LTIP Share; (iv) each payment required to be made pursuant to Section 2.2(a), including (the LTIP Payment and applicable withholding tax, the payment in respect of the Closing Ardent Leisure Common Stock Consideration, the payment in respect of the Closing RedBird Series A Prefe...
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Consideration Statement. (a) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Parent a statement (the “Consideration Statement”), certified by the President of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) confirmation that no agreements or rights of any kind to obtain shares of Company Common Stock through exercise or conversion thereof, either to a third party, a service provider a Company equity incentive plan or any other arrangement, have been issued and that no such agreements or rights to acquire Company Common Stock are outstanding; (ii) the names and addresses of all Stockholders and the number of Company Common Stock held by such Persons; (iii) detailed calculations confirming the Merger Share Consideration and Exchange Ratio, and setting for the number of shares of Parent Company Stock to be issued to each of the shareholders of the Company; (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Statement in making an exchange of Merger Consideration under Article II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Statement.
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Related to Consideration Statement

  • LITIGATION STATEMENT CHECK ONE

  • Mission Statement a. Employees are the most valuable resource in the City’s effective and efficient delivery of services to the public. The parties have a commitment to prevent drug or alcohol impairment in the workplace and to ▇▇▇▇▇▇ and maintain a drug and alcohol free work environment. The parties also have a mutual interest in preventing accidents and injuries on the job and, by doing so, protecting the health and safety of employees, co-workers, and the public. b. In agreeing to implement this Substance Abuse Prevention Policy (▇▇▇▇), the parties affirm their belief that substance abuse is a treatable condition. The City is committed to identifying needed resources, both in and outside of the City, for employees who voluntarily seek assistance in getting well. Those employees who voluntarily seek treatment prior to any testing shall not be subject to any repercussions or any potential adverse action for doing so. However, seeking treatment will not excuse prior conduct for which an investigation or disciplinary proceedings have been initiated. c. The City is committed to preventing drug or alcohol impairment in the workplace, and to fostering and maintaining a safe work environment free from alcohol and prohibited drugs at all of its work sites and facilities. In addition, the City maintains a drug and alcohol free workplace policy in its Employee Handbook.

  • Termination Statements Attached hereto as Schedule 8(a) are the duly authorized termination statements in the appropriate form for filing in each applicable jurisdiction identified in Schedule 8(b) hereto with respect to each Lien described therein.

  • Investment Representation Statement Unless the rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed such other matters related thereto as may be reasonably requested by the Company.

  • Registration Statement; Joint Proxy Statement/Prospectus (a) Upon the execution and delivery of this Agreement, Peoples and Limestone shall promptly cause the Registration Statement to be prepared and Peoples shall cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement. (b) ▇▇▇▇▇▇▇ and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to their respective shareholders. (c) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and take the necessary steps to correct the Joint Proxy Statement/Prospectus.