Fixed Consideration. Notwithstanding any provision of this Agreement to the contrary, the parties agree that .4498 of a share of Parent Common Stock represents greater than 40% of the total value of the Merger Consideration per share of Company Common Stock determined as of the date of this Agreement, based on the closing sales price of Parent Common Stock on the NYSE Composite Transactions Tape (as reported by The Wall Street Journal or, if not so reported therein, in another authoritative source mutually selected by Parent and the Company) for the last trading day preceding the date of this Agreement.
Fixed Consideration. In consideration for the assignment of Seller’s rights, title and interest in the Patents and the Causes of Action, and the other obligations of Seller as set forth in this Agreement, Purchaser shall pay or otherwise provide to Seller the following fixed consideration (“Fixed Consideration Amount”):
(a) On the Closing Date, Purchaser shall deliver to Seller two million United States Dollars (US $2,000,000) via wire transfer to the bank account specified in Section 3.2(b) of this Agreement (the “Initial Cash Consideration Payment”).
(b) Thirty (30) days after the Closing Date, the Company shall issue to Seller shares (the “Shares”) of its restricted common stock $0.0001 par value per share (the “Common Stock”) (NASDAQ:SPEX) equal to the value of one million United States Dollars (US $1,000,000) based upon the lower of: (i) $5.65 per share (representing an amount that satisfies NASDAQ Rule [5630] as the consolidated closing bid price of the Common Stock on the Trading Day immediately preceding the Effective Date) and (ii) the consolidated closing bid price of the Common Stock on the Trading Day immediately preceding the date on which the Company and Seller satisfy the Counsel Selection Condition but no later than the Closing Date. As used herein, the “Counsel Selection Condition” shall mean the date, not more than ten days following the Effective Date, that the parties have agreed on the initial litigation counsel. The Shares shall be subject to the registration rights, further described in the Registration Rights Rider (the “Rider”) attached hereto (the “Stock Consideration”). The Shares shall be subject to the terms of the lockup agreement (the “Lockup Agreement”) by the Seller and the Company attached hereto as Exhibit D. Seller acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold absent registration or an exemption therefrom. The Shares shall contain a restrictive legend upon issuance in customary form for issuance of restricted securities and be subject to resale upon satisfaction of the requirements of Rule 144 after the six months anniversary of the issuance (unless registered).
Fixed Consideration. In consideration for the assignment of Seller's rights, title and interest in the Patents and the Causes of Action, and the other obligations of Seller as set forth in this Agreement, Purchaser shall pay or otherwise provide to Seller the following fixed consideration ("Fixed Consideration Amount'}: (a) On the Closing Date, Purchaser shall deliver to Seller ____________ via wire transfer to the bank account specified in Section 3.2(b) of this Agreement (the "Initial Cash Consideration Payment").
Fixed Consideration. (i) In consideration of the Merger and the other obligations of Company and Stockholders as set forth in this Agreement, Parent shall pay or otherwise provide to Stockholders the following consideration (the “Purchase Price” or “Merger Consideration”):
Fixed Consideration. In the event that Discovery receives any fixed payment, fee or other consideration from a Third Party (i) in consideration of any discount, credit or similar allowance granted to such Third Party in connection with the purchase of any Licensed Product(s) or Substitute Product(s) or (ii) in lieu of any royalties with respect to any Licensed Product(s) or Substitute Product(s), then Discovery shall pay to Chrysalis a royalty equal to the product of (a) such consideration multiplied by (b) the royalty rate set forth in Section 7.2. Discovery shall report on the amount of any such consideration, and the royalty payable thereon in U.S. Dollars, in the Royalty Report. For the avoidance of doubt, this Section 7.5 shall not apply with respect to any fixed payment, fee or other consideration from a Third Party in respect of development fees, milestone payments or other similar payments in transactions that incorporate a market-rate royalty structure. Information marked by [***] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Securities and Exchange Commission.
Fixed Consideration. The fixed consideration to be paid by the Buyer to the Seller shall be an amount equal to one million and fifty thousand dollars ($1,050,000), less the following deductions :
(i) $422,697.00, which represents a sum equal to fifty per cent (50%) of the prepaid service commitment amounts of the Business as at 31 August, 2000; and
(ii) $100,000, in respect of the Technical Support Services for the period from 31 July, 2000 to 30 September, 2000; and
(iii) $158,047.00, which represents a sum equal to all prepaid service amounts received or due in respect of any new or renewed service agreements of the Business during the period from 31 August 2000 to the Closing Date the Fixed Consideration therefore being the sum of $369,256.00 (the "Fixed Consideration"). The Fixed Consideration shall be paid by the Buyer to the Seller by quarterly installments of amounts equal to twenty five per cent (25%) of the pre-tax profit generated by the Business in the preceding quarter, together with interest, the first such payment being due and payable on 31 January 2001. The Buyer shall continue paying quarterly installments (on January 31, April 30, July 31 and October 31 each year) until the Fixed Consideration has been paid in full provided that any Fixed Consideration remaining due together with interest shall become immediately due and payable by the Buyer without demand in full on 31 December, 2002. The Fixed Consideration shall bear interest at an annual rate equal to the greater of 10% or the prime rate designated by Fleet Bank, N.A. at the time any payment is due (the "Interest Rate") and such interest shall also be paid on a quarterly basis (the "Interest").
Fixed Consideration. In consideration of the aforesaid sale, assignment, transfer and delivery of all of the Company Interests and all of the Shares by Sellers to Buyer on the Closing Date, Buyer shall:
(i) at the Closing, pay or cause to be paid to Sellers an aggregate amount, in cash, equal to one hundred million dollars ($100,000,000) (the "Cash Consideration") to be paid to the Sellers in the amounts set forth on Schedule B; and
(ii) on January 15, 2003, issue and deliver to Sellers two million nine hundred thousand (2,900,000) (subject to appropriate adjustment for any stock split, dividend or combination of or in Buyer Common Stock after the Closing Date) shares of Buyer Common Stock (the "Deferred Closing Stock" and together with the Cash Consideration, the "Purchase Price") to be delivered to the Sellers in the amounts set forth on Schedule B. All payments of cash pursuant to Section 2.1(a)(i) shall be made in immediately available funds by certified or official bank check or checks or by wire transfer to an account or accounts specified by Sellers at least two (2) Business Days prior to the date such payments are to be made.
Fixed Consideration. 3.2.1. The Fixed Consideration shall be paid to the Sellers by the Buyer and BVI Affiliate, as applicable, as follows:
(i) at the Closing, the BVI Affiliate shall issue and deliver to each Seller, other than an Unaccredited Seller, a warrant in substantially the form attached hereto as Exhibit 3.2.1(i) (each an “Upfront Warrant” and collectively, the “Upfront Warrants”) and exercisable for up to such number of BVI Shares as is set forth opposite to such Seller’s name on Schedule 3.2.1(i) (with all Upfront Warrants issued hereunder, collectively, the “Upfront Share Consideration”), and with the initial exercise date for such BVI Shares being the Warrant Shares Release Date related thereto as is described on Schedule 6.5.2(v);
(ii) [Intentionally Omitted]; and
(iii) (A) on or before the six (6) month anniversary date of the Closing Date, the Buyer shall pay and deliver to each Seller described on Schedule 3.2.1(iii) (each, an “Unaccredited Seller”), and to the bank account for such Seller described on such Exhibit, immediately available funds in the amount equal to the product of (a) such number of BVI Shares set forth opposite such Seller’s name on such Schedule corresponding to such six (6) month anniversary date, multiplied by (b) the Market Price, as determined on such six (6) month anniversary date (such amount, the “First Cash Payment”);
Fixed Consideration. In consideration for the sale, transfer, conveyance, assignment and delivery to Integral Parent, Purchaser or a designated Subsidiary of Purchaser of the Purchased Assets by Seller, (i) Purchaser will deliver to Seller at the Closing a wire transfer(s) of immediately available funds in an amount equal to $[***], plus the Pre-Payment Amount (the “Closing Purchase Price”), (ii) Purchaser will deliver to Seller the post-Closing consideration in accordance with Section 2.1(b) (Post-Closing Consideration) and (iii) Integral Parent will deliver to Seller the Equity Consideration in accordance with Section 2.1(c) (Equity Consideration) ((i)-(iii), collectively, the “Fixed Consideration”). The Closing Purchase Price will be paid by wire transfers of immediately available funds to one or more wire transfer addresses of Seller as provided to Purchaser on or before the [***] prior to the Closing Date.
Fixed Consideration. The aggregate fixed consideration to be ------------------- paid in any event in the Merger for the Shares shall be an amount equal to $339,829,614, less the sum of the following additional consideration for the Merger (i) the Option Roll-Over Amount, (ii) the Termination Payments, (iii) the TSG Loan and (iv) an amount equal to $1,750,000 (the "Escrow Amount") to be used by the ZSPN Representatives to pay for costs and expenses incurred in connection with the transactions contemplated by this Original Agreement and this First Amendment, including expenses incurred in connection with disposition of the FCC Excluded Stations and the DOJ Excluded Stations (the "ZSPN Fixed Equity Consideration"). The ZSPN Fixed Equity Consideration shall be paid as follows: (i) $220,719,752 in cash (the "Cash Consideration Value"), plus (ii) 7,187,902 newly-issued shares of Class A Common Stock of the Corporation (the "Stock Consideration Value"). Notwithstanding the foregoing, the Cash Consideration Value shall be reduced on a dollar-for-dollar basis for all amounts of ZSPN Indebtedness in excess of $108,670,117 incurred by ZSPN after receipt of Entravision's written consent pursuant to Section 7.2 below and not repaid prior to the Closing. References to ZSPN Equity Consideration in the Original Agreement shall be deemed to be amended to refer to ZSPN Fixed Equity Consideration as defined in this Section 2.7(a).
