Payment of Fixed Consideration Sample Clauses

Payment of Fixed Consideration. Section 2.2 of the Purchase Agreement is hereby deleted and the following Section 2.2 is substituted in place thereof.
Sample 1Sample 2
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Payment of Fixed Consideration. Forthwith after the signing of this Agreement by all parties, the Buyer will pay the sum of $100,000.00 by way of deposit and part payment of the Cash Consideration in accordance with Section 2.2(e) below. On the Closing Date, in consideration for sale and delivery of the Subject Shares, the Buyer shall pay to the Selling Shareholders (i) the sum of $5,352,463 and the Company Option Payment, representing the Cash Consideration and (ii) the 570,053.7 shares of Protea Series A Preferred Stock, evidencing $5,700,537 of Stock Consideration, representing a total of Eleven Million One Hundred and Fifty Three ($11,153,000) Dollars plus the Company Option Payment of Fixed Consideration, less (iii) the Holdback Amount set forth in Section 2.3 below.
Sample 1
Payment of Fixed Consideration. Forthwith after the signing of this Agreement by all parties, the Buyer will pay the sum of $100,000.00 by way of deposit and part payment of the Cash Consideration in accordance with Section 2.2(a) below. On the Closing Date, in consideration for sale and delivery of the Subject Shares, the Buyer shall pay to the Selling Shareholders (i) the sum of $5,567,578, including the Company Option Payment, representing the Cash Consideration and (ii) the 603,154.2 shares of Protea Series A Preferred Stock, evidencing $6,031,542 of Stock Consideration, representing a total of Eleven Million Five Hundred and Ninety Nine Thousand One Hundred and Twenty ($11,599,120) Dollars plus the Company Option Payment of Fixed Consideration, less (iii) the Holdback Amount set forth in Section 2.3 below. Such aggregate $11,599,120 plus the Company Option Payment of Fixed Consideration represents a four (4.0%) percent increase in the $11,153,000 plus the Company Option Payment amount of Fixed Consideration set forth in the Purchase Agreement and is given as consideration for the Selling Shareholders agreement to extend the Closing Date to August 7, 2015. In the event that the Buyer shall elect and shall be entitled to further extend the Closing Date beyond August 7, 2015, but in no event later than September 7, 2015, the Fixed Consideration shall be further increased by an additional four (4.0%) percent to Twelve Million and Sixty Three Thousand and Eighty Four ($12,063,084) Dollars, including the Company Option Payment. Such $12,063,084 of increased Fixed Consideration shall be allocated $5,790,280 as Cash Consideration and 627,280.4 shares of Protea Series A Preferred Stock, evidencing $6,272,804 as Stock Consideration.
Sample 1
Payment of Fixed Consideration. (a) Forthwith after the signing of this Agreement by all parties, the Buyer will pay the sum of $100,000.00 by way of deposit and part payment of the Cash Consideration in accordance with Section 2.2(a) below. On the Closing Date, in consideration for sale and delivery of the Subject Shares, the Buyer shall pay to the Selling Shareholders the sum of the following:
Sample 1

Related to Payment of Fixed Consideration

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company 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 Company Share.

  • 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.

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • 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 $8,275,000, 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).

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

  • Stock Consideration 3 subsidiary...................................................................53

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