Fixed Consideration Sample Clauses

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. (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 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 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”).

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. Upon the execution and delivery of this ------------------- Agreement, and against the execution and delivery by the Seller and the Stockholder of those agreements and instruments pursuant to Section 7.2 below, the Buyer is paying to the Seller, by wire transfer of immediately available funds to the account designated by the Seller on the date hereof, an amount equal to the difference of (i) $8,038,736, minus (ii) an amount equal to the aggregate outstanding balance (principal, accrued interest and any other charges) as of and through March 1, 1997 of all capital lease obligations, financing agreements and other commitments in respect of the Fixed Assets, all as determined in accordance with generally accepted accounting principles (collectively, the "Debt"). In furtherance hereof, the Seller has prepared, and the Buyer has verified, a schedule of the Debt as of March 1, 1997, indicating aggregate Debt of $1,519,261 as of March 1, 1997, thereby yielding a payment to the Seller of $6,519,475 pursuant to this Section 3.1.

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. 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, Company shall pay or otherwise provide to Seller the Fixed Consideration Amount, as follows: (a) On the Closing Date, Company shall issue and deliver to Seller: (i) 199,990 shares of its common stock par value $0.0001 per share (the “Common Stock”); plus (ii) 459,043 shares of its Preferred H Stock; plus (iii) 119,760 shares of its Preferred I Stock. (b) The number of shares of Common Stock issued on the Effective Date, and the Effective Date value of the Common Stock into which the Preferred H Stock and the Preferred I Stock shall be convertible, shall be no less than, $59,999,927 United States Dollars based upon the amount that satisfies NASDAQ Rule 5635 (i.e., the consolidated closing bid price of the Common Stock on the Trading Day immediately preceding the Effective Date). The conversion of Preferred H Stock and Preferred I Stock into shares of Common Stock shall be restricted prior to the time that Stockholder Approval shall have been obtained in accordance with the Rules of The NASDAQ Stock Market (i.e., Rule 5635) and related NASDAQ staff interpretations. The Securities shall be subject to the registration rights described in the Registration Rights Rider (the “Rider”) attached hereto as Exhibit D. In the event that (i) the Company fails to file the registration statement referred to in Section 1.1 of the Registration Rider by February 3, 2013 (unless a later date is consented to by Seller) or (ii) such registration statement is not declared effective by the SEC within sixty (days) after its filing, then in either such case the Company shall issue to the Seller such number of shares of Common Stock (at a value per share permitted by NASDAQ Rules as of the date of issuance equal to 100% of the market price), as is equal to five (5%) percent of the number of shares of Common Stock and Preferred H Stock (taken together) issued to Seller as part of the Fixed Consideration Amount, provided, however, if the issuance of such Common Stock to Seller would then cause the Seller to exceed the 4.99% Beneficial Ownership Limitation, the 9.99% Beneficial Ownership Limitation or the 19.99% Beneficial Ownership Limitation (as such terms are defined in the Company’s Certificate of Designation for Preferred H Stock) as is then in effect, the issuance of such Common Stock shall be defer...

Fixed Consideration. In consideration for the sale and transfer of all and not less than all of the Shares from the Vendors to the Purchaser, on the Completion Date the Purchaser shall pay to the Vendors an amount (the "Fixed Consideration") which shall be equal to two million five hundred thousand ((pound)2,500,000) pounds sterling (the "Fixed Consideration Value"). Such Fixed Consideration shall be payable on Completion by the allotment and delivery to the Vendors (in such proportion among the two Vendors as they shall advise the Purchaser of certificates representing that aggregate number of TownPages Shares (the "Closing TownPages Shares") as shall be determined by DIVIDING (a) the Fixed Consideration Value, by (b) the average of the closing price per share of American Depositary Shares ("ADSs") of TownPages, as traded on the American Stock Exchange, Inc. on the five (5) Business Days immediately prior to the Completion Date, and as reported in the New York Times or the Wall Street Journal (the "Completion Date Closing Price"). The US$/(pound) Sterling conversion rate shall be as set out in clause 3.4.