ESCROW STOCK CONSIDERATION Sample Clauses

ESCROW STOCK CONSIDERATION. At the Closing, Recipient shall deliver to the Escrow Agent (as defined in the Escrow Agreement) to be held in escrow: (i) as partial consideration for twenty-three (23) of the Holdings Shares and one thousand nine hundred forty-eight (1,948) of the Contributors' Subsidiary Shares to be delivered to Recipient by Xxxx. Xxxxxxxx at the Closing, stock certificates payable to Xxxx. Xxxxxxxx representing two hundred thousand (200,000) restricted shares of AVAX Stock with an aggregate market value of One Million Seven Hundred Seventy-Five Thousand and 00/100 United States Dollars (US $1,755,000.00) as of the close of trading on July 11, 2000; and (ii) as partial consideration for twenty-three (23) of the Holdings Shares and one thousand nine hundred forty-eight (1,948) of the Contributors' Subsidiary Shares to be delivered to Recipient by Xxxx. Xxxxxxxxx at the Closing, stock certificates payable to Xxxx. Xxxxxxxxx representing two hundred thousand (200,000) restricted shares of AVAX Stock with an aggregate market value of One Million Seven Hundred Seventy-Five Thousand and 00/100 United States Dollars (US $1,755,000.00) as of the close of trading on July 11, 2000 (collectively and together with sufficient stock transfer forms duly executed in blank, the "ESCROW STOCK CONSIDERATION"). The Escrow Stock Consideration shall be held in escrow in accordance with the Escrow Agreement substantially in the form attached hereto as EXHIBIT F (the "ESCROW AGREEMENT") for the benefit of AVAX and the Contributors for a period of thirty-six (36) months commencing on the Closing Date (the "ESCROW PERIOD") and shall be distributed to the Contributors by the Escrow Agent upon the expiration of the Escrow Period, subject to the provisions of the Escrow Agreement and Section 11.3(d) hereof.
Sample 1
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Related to ESCROW STOCK CONSIDERATION

  • Stock Consideration 3 subsidiary...................................................................53

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Transaction Consideration The Transaction Consideration;

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