Fixed Consideration Sample Clauses

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. (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 ____________ via wire transfer to the bank account specified in Section 3.2(b) of this Agreement (the "Initial Cash Consideration Payment").

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. 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.

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 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. 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. 3.2.1 The Buyer and SWVL INC shall pay to the Sellers a fixed consideration for the Shares for a total amount of $ 4,014,960.55 (€ 3,412,716.47) (the “Fixed Consideration”) which shall be payable as follows: 3.2.1.1 $1,004,986.85 (€ 854,238.82) (hereinafter the “Payment at Closing”) which shall be distributed between the Sellers as stated in the Pre-Closing Certificate and shall be paid by the Buyer to the Sellers in cash on the Closing Date (the “Closing Cash Consideration”). 3.2.1.2 Additionally, after Closing, a total amount of $ 3,009,973.70 (€ 2,558,477.65) shall be disbursed by the Buyer or SWVL INC in favour of the Sellers (the “Deferred Payment”) in the following terms: (i) SWVL INC undertakes to pay the Sellers on account of the Buyer, an amount of 100,000 common shares of Pivotal Holdings listed in the NASDAQ Stock Exchange, of $10 face value equivalent to $1,000,000 (the “Pivotal Shares”), through the transfer for no consideration of such Pivotal Shares (the “Roll Over”). The Roll Over shall be completed immediately upon the completion or execution of the de-SPAC Process, and in any case no later than six (6) months as from the Closing Date. In relation thereto, the Buyer undertakes to have the Sellers informed about the de-SPAC Process and to carry out as may acts as may be necessary or convenient in order to execute the Roll Over as soon as possible after Signing Date. In the event that SWVL INC had not transferred the Pivotal Shares in the context of the Roll Over within the term of six (6) months as from Closing Date, for any reason, the Sellers shall be entitled to request at their own discretion, that this payment obligation be substituted by a payment in cash of the $ 1,000,000 Roll-Over amount to the Sellers, which shall be payable within thirty (30) days as from the date of request of the Sellers. (ii) Upon six months from the Closing Date, an amount of $1,004,986.85 (€ 854,238.82) shall be paid by the Buyer to the Sellers in cash. (iii) An amount of $1,004,986.85 (€ 854,238.82) shall be paid by the Buyer upon twelve (12) months from the Closing Date in cash. For the avoidance of doubt, it is understood that, for each instalment, each Seller shall receive the relevant portion of the applicable payment on a pro-rata basis, that is, in proportion to their percentage of shares in the Company owned as of the date of execution of this Agreement. 3.2.2 The Fixed Consideration is definitive and final and is not subject to any adjustment. 3.2.3...