Initial Transaction Consideration Clause Samples
The Initial Transaction Consideration clause defines the amount and form of payment that the buyer will provide to the seller at the outset of a transaction. This typically includes details such as the total purchase price, the timing of payment, and whether the consideration will be paid in cash, stock, or other assets. By clearly specifying these terms, the clause ensures both parties have a mutual understanding of the initial financial obligations, thereby reducing the risk of disputes and facilitating a smooth transaction process.
Initial Transaction Consideration. Subject to the adjustments set forth in Section 3.2 below, the initial aggregate transaction consideration that Buyer shall pay to the Seller for the Purchased Assets shall equal (i) the amount of the Assumed Liabilities plus (ii) Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000) comprised of: (x) One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000) (the “Cash Due At Closing”) which shall be delivered via wire transfer on the Closing Date to a bank account designated by the Seller; plus (y) Five Hundred Sixty Five Thousand and Forty Eight (565,048) common shares, $.0001 par value, of Buyer (the “Initial Buyer Shares”) which for purposes of this Agreement shall equal One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000), or $2.2122 per share. The Cash Due At Closing and the Initial Buyer Shares shall hereinafter collectively be known as the “Initial Transaction Consideration.”
Initial Transaction Consideration. (a) Subject to the adjustments set forth in Section 3.2 below, the initial aggregate transaction consideration that PainCare shall deliver at Closing as provided herein will shall equal One Million Seven Hundred Fifty Thousand and 00/100 Dollars ($1,750,000) comprised of: (i) Eight Hundred Seventy Five Thousand Five Hundred and 00/100 Dollars ($875,000) (the “Cash Due At Closing”); plus (ii) a number of PainCare Shares (the “Initial PainCare Shares”) which will be determined by dividing Eight Hundred Seventy Five Thousand Five Hundred and 00/100 Dollars ($875,000) by ninety percent (90%) of Fair Market Value [as defined in 3.3(f) below] of one share of PainCare common as determined as of the date immediately preceding the Closing Date. The parties agree that no fractional shares will be issued to the Member and if the above described formula results in a fractional share that the number of Initial PainCare Shares will be reduced to the next lowest whole number. The Cash Due At Closing and the Initial PainCare Shares shall hereinafter collectively be known as the “Initial Transaction Consideration.”
(b) The Closing Date Consideration shall be payable as follows:
(i) With respect to Forty Thousand and no/100 ($40,000) of the Cash Due At Closing, such cash shall be delivered to Cloverleaf Capital Advisors, Inc. (the “Escrow Agent”) to be held in escrow pursuant to the terms and conditions of that certain Escrow and Security Agreement in the form attached hereto as Exhibit 3.1(b); and
Initial Transaction Consideration. Subject to the adjustments set forth in Section 3.3 below, the initial aggregate transaction consideration that PainCare shall transfer to the Shareholder shall equal Three Million Eight Hundred Seventy Five Thousand and 00/100 Dollars ($3,875,000) comprised of: (i) One Million Nine Hundred Thirty Seven Thousand Five Hundred and 00/100 Dollars ($1,937,500) (the “Cash Due At Closing”) which shall be delivered via wire transfer on the Closing Date to a bank account designated by the Shareholder; plus (ii) a number of PainCare Shares (the “Initial PainCare Shares”) which will be determined by dividing One Million Nine Hundred Thirty Seven Thousand Five Hundred and 00/100 Dollars ($1,937,500) by ninety percent (90%) of Fair Market Value [as defined in 3.3(f) below] of one share of PainCare common as determined as of the date immediately preceding the Closing Date. The parties agree that no fractional shares will be issued to the Shareholder and if the above described formula results in a fractional share that the number of Initial PainCare Shares will be reduced to the next lowest whole number. The Cash Due At Closing and the Initial PainCare Shares shall hereinafter collectively be known as the “Initial Transaction Consideration.”
Initial Transaction Consideration. Subject to the adjustments set forth in Section 3.2 below, the initial aggregate transaction consideration that Buyer shall pay to the Seller for the Purchased Assets shall equal (i) the amount of the Assumed Liabilities plus (ii) One Million One Hundred Twenty Five Thousand and 00/100 Dollars ($1,125,000) all of which shall be comprised of cash (the “Cash Due At Closing” or sometimes the “Initial Transaction Consideration” ) which shall be delivered via wire transfer on the Closing Date to a bank account designated by the Seller.
Initial Transaction Consideration. Tranche 1