Payment of Acquisition Consideration. The Acquisition Consideration hereunder shall be calculated as set forth in the following formula: Acquisition Consideration = (A × ******) × 51%, where: A = Guaranteed Net Profit Base (******).
Payment of Acquisition Consideration. The acquisition consideration for the Acquired Assets is 15,020,000 shares of the Class A common stock, $.01 par value per share ("CLASS A COMMON STOCK"), of ESI (the "ACQUISITION CONSIDERATION"). The Acquisition Consideration shall be issued to NYLIFE in one or more stock certificates at the Closing.
Payment of Acquisition Consideration. The Acquisition Consideration shall be paid and delivered as follows:
1.3.1 Upon the Closing as set forth in paragraph 5.1, Three Hundred Seventy Thousand (370,000) unregistered and restricted shares of the Common stock of ZiaSun shall be issued and delivered to the SMG Shareholders of SMG to be provided to ZiaSun prior to closing, as set forth in Exhibit 1.3.1.
Payment of Acquisition Consideration. The Parties agree that the Acquirer shall pay the Acquisition Consideration as set forth below:
Payment of Acquisition Consideration. The Acquisition Consideration shall be paid and delivered as follows:
1.3.1 Upon the Closing as set forth in paragraph 5.1, 50,000 ZiaSun Shares shall be issued and delivered to the Asia4sale.com Shaxxxxxxxxx xx set forth in Exhibit 1.3.1; and
1.3.2 $15,000 payable prorata to the Asia4sale.com Shxxxxxxxxxx xx set forth in Exhibit 1.3.2.
Payment of Acquisition Consideration. Article 7 The Acquisition Consideration hereunder shall be calculated as set forth in the following formula: Acquisition Consideration = (A × 10) × 51%, where: A = Guaranteed Net Profit Base (RMB 62,000,000).
Article 8 The Parties agree that the Acquirer will pay the Acquisition Consideration in five installments and shall deposit the Acquisition Consideration in the bank account designated by the Controlling Party and/or the Shareholders of Newco.
(1) First Installment. Within three business days after the Execution Date, the Acquirer shall prepay an amount equal to RMB 60,000,000. Of such amount, RMB 30,000,000 shall be solely used as the contribution to the Registered Capital of Newco and shall be deposited into a bank account jointly held by the Acquirer and the Controlling Party and retained in such account until the Closing Date. The remaining RMB 30,000,000 shall constitute payment of reasonable expenses incurred in connection with the transfer of the equity interests in the Transferors, the Target Assets, the Target Businesses and the establishment of Newco and shall be deposited in a bank account designated by the Controlling Party. The Parties further agree that, regardless of which accounts receive the RMB 60,000,000 deposit, RMB 50,000,000 shall be deemed to be the deposit for the transactions contemplated by this Agreement (the “Deposit”), and RMB 10,000,000 shall be deemed to be a prepayment for the transactions contemplated by this Agreement (the “Prepayment”). The Deposit and the Prepayment shall be deemed the first installment of the Acquisition Consideration on or after the Closing Date.
(2) Second Installment: Within three business days after the Closing Date, the Acquirer shall make deposits in the amount of RMB 98,100,000, of which RMB 35,700,000 shall be paid in the form of a contribution to the Registered Capital of Newco. The first and second installments shall together equal 50% of the Acquisition Consideration.
Payment of Acquisition Consideration. The Acquisition Consideration shall be paid and delivered as follows: 1.
3.1 Upon the Closing as set forth in paragraph 5.1, Eighteen Million (18,000,000) unregistered and restricted shares of the Common stock of INZS shall be issued and delivered to the IGT S.A. Shareholders to be provided to INZS prior to closing, as set forth in Exhibit 1.3.1.
Payment of Acquisition Consideration. At the Effective Time, Parent shall (or shall cause Holdco to) make the following disbursements, in each case in accordance with the Aggregate Consideration Spreadsheet:
(a) Parent shall (or shall cause Holdco to) pay the Subordinated Notes Pay-off Amount and, if applicable, the Section 7.2(b)(vi) Indebtedness Pay-Off Amount, by wire transfer of immediately available funds to the account(s) designated by the recipients thereof upon receipt of an executed release or pay-off letter, as applicable, by each such recipient;
(b) Parent shall (or shall cause Holdco to) disburse to the Escrow Agent, the Escrow Deposit;
(c) Parent shall (or shall cause Holdco to) disburse the Stockholder Representative Reserve in accordance with Section 3.7;
(d) Parent shall (or shall cause Holdco to) disburse to the Persons indicated on the Aggregate Consideration Spreadsheet amounts equal to the Transaction Expenses;
(e) Parent shall (or shall cause Holdco to) disburse to the Columbia Seller the Columbia Blocker Purchase Price;
(f) Parent shall (or shall cause Holdco to) disburse to the TKH Sellers the TKH Blocker Purchase Price;
(g) Parent shall (or shall cause Holdco to) disburse to Xxxxx the Xxxxx Bonus Amount;
(h) Parent shall (or shall cause Holdco or the Surviving Corporation to) pay to the FCC the amount of any Unjust Enrichment Payment that has not been paid by the Company or either Company Subsidiary as of immediately prior to the Effective Time; and
(i) Parent shall (or shall cause Holdco to) disburse to each Company Stockholder such Company Stockholder’s Pro Rata Portion of the Aggregate Equity Consideration upon a Company Stockholder delivering to Parent a letter of transmittal substantially in the form of Exhibit C hereto. Upon surrender of a Stock Certificate for cancellation to Parent, together with such letter of transmittal, duly completed and validly executed, as of the Effective Time, the holder of such Stock Certificate shall be entitled to receive in exchange therefor, and Holdco shall pay to such holder in immediately available funds, the amount of Aggregate Equity Consideration into which the shares formerly represented by such Stock Certificate shall have been converted pursuant to the terms of this Article III, and the Stock Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of a share of Company Stock that is not registered in the stock transfer books of the Company, the proper amount of the Aggregate Equity ...
Payment of Acquisition Consideration. On the Closing Date, Exmark shall deliver the Acquisition Consideration to Xxxxx and contemporaneously Xxxxx shall deliver to Exmark share certificates representing the Shares together with duly executed stock powers attached thereto transferring the Shares to Exmark.
Payment of Acquisition Consideration. The Acquisition Consideration shall be paid to the Seller or its designee as follows:
