Payment of Aggregate Consideration Sample Clauses

Payment of Aggregate Consideration. At the Closing Date, the Aggregate Consideration shall be paid and allocated as follows: (i) Five Million Eight Hundred Thousand Dollars ($5,800,000.00) shall be paid to the Escrow Agent, to be held and disbursed as provided in Section 8 below and the Escrow Agreement; (ii) Six Hundred Thousand Dollars ($600,000.00), which represents the fees and expenses of the Stockholders' advisors, as contemplated in Section 10(k) of this Agreement, shall be paid as directed by the Stockholder Representatives; (iii) the balance of the Aggregate Consideration shall be paid to such accounts as may be designated in writing to the Buyer by the Stockholder Representatives at least two business days prior to the Closing Date, by wire transfer or other immediately available funds, which amount shall be paid to the Stockholders pro rata based upon the number of Company Shares held by each Stockholder as set forth in Section 3.A(e) of the Company Disclosure Schedule.
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Payment of Aggregate Consideration. At the Closing and against delivery of the items specified in Section 3.3, Purchasers shall pay and deliver to Sellers the Aggregate Consideration, as adjusted, as consideration for all of the Purchased Assets.
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Payment of Aggregate Consideration. Upon execution of this Agreement, the Aggregate Consideration for the Shares shall be paid by Heartland and Newco to the Founder(s) pursuant to the terms of the Bank Escrow Agreement attached hereto as Exhibit N (the "Bank Escrow Agreement") and the Escrow Agreement attached hereto as Exhibit M (the "Escrow Agreement") (the Bank Escrow Agreement and the Escrow Agreement are collectively referred to as the "Escrow Agreements") as follows: (i) the Constituent Corporations shall make and deliver, and Heartland shall execute and deliver a guaranty (the "Guaranty"), set forth in Exhibit G, for, a promissory note of One Million Seven Hundred Thousand Dollars ($1,700,000), the terms and conditions of which are set forth in Exhibit H- 1 (the "Note"); (ii) the Constituent Corporations shall make and deliver a promissory note of Four Hundred Thousand Dollars ($400,000), the terms and conditions of which are set forth in Exhibit H-2; (iii) the Constituent Corporations shall make and deliver a promissory note of One Hundred Seventy-Five Thousand Dollars ($175,000) on behalf of the Founders payable to Corporate Finance Associates as partial payment of the Transaction Expenses owed to Corporate Finance Associates by the Founders, the terms and conditions of which are set forth in Exhibit H-3 (the notes in Exhibits H-1, H-2 and H-3 are collectively referred to as the "Notes"); and (iv) the difference between the Aggregate Consideration and Two Million Two Hundred Seventy-Five Thousand Dollars ($2,275,000), payable in cash after payment of any fees to be paid by the Founders pursuant to Section for Transaction Expenses incurred prior to Closing (including, but not limited to, legal fees incurred in connection with the execution and consummation of this Agreement) ("Aggregate Cash Consideration"). Payment of the Aggregate Cash Consideration will be made in immediately available funds by wire transfers to a single bank account designated in writing by the Founders not less than a reasonable time prior to the Closing.
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Payment of Aggregate Consideration. Against compliance with the foregoing provisions, RECO shall pay the Aggregate Consideration to ProLogis.
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Payment of Aggregate Consideration. 15 3.4 Net Working Capital Adjustment................................................. 15 3.5 Objection to Closing Statement.................................................
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Payment of Aggregate Consideration. The Purchaser shall cause its wholly-owned subsidiary, Osprey Media Group Inc., to advance the Shareholder Loan Amount and shall pay and satisfy the Share Purchase Price (such amounts, collectively, the "Aggregate Consideration") by: (a) causing its wholly-owned subsidiary, Osprey Media Group Inc., to advance the Shareholder Loan Amount in cash to, or as directed by, the Companies; (b) paying the amount by which $193.5 million exceeds the Shareholder Loan Amount in cash to the Vendor; and (c) paying the Working Capital Adjustment, if applicable, to the Vendor in accordance with Section 3.4.
Sample 1
Payment of Aggregate Consideration 
Sample 1
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Related to Payment of Aggregate Consideration

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Adjustment of Consideration (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO Shares, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Special Considerations The Provider position may be abolished at any time by the Collin County Commissioners Court.

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