Payment of Initial Consideration. The initial portions of the Purchase Price shall be payable by Buyer to Seller as follows:
Payment of Initial Consideration. The Initial Consideration shall be paid and satisfied contemporaneously with the execution and delivery of this Agreement as follows:
Payment of Initial Consideration. In consideration of the granting of the option by Quaneco to Dolphin, Dolphin will make the following cash payments to Quaneco during calendar 2003:
Payment of Initial Consideration. At the Closing, Acquiror shall (a) pay to Seller the Initial Cash Consideration, by wire transfer of immediately available funds to the account or accounts designated by Seller in writing delivered to Acquiror at least two (2) Business Days prior to the Closing, and (b) cause SiTV Media, LLC to issue and deliver to Seller the limited liability company membership interests of SiTV Media, LLC (the “Equity Consideration”) as specified on the Equity Consideration Term Sheet, free and clear of all Encumbrances, other than Encumbrances imposed by federal or state securities Law; provided that, notwithstanding the foregoing, if the Acquiror Restructuring has not been consummated at the Closing in accordance with its terms and Seller waives the related conditions to Closing, Seller shall be entitled to receive a number of shares of preferred stock of Acquiror (ranking pari passu with the most senior series of Acquiror Preferred Stock and providing for the terms set forth in the Equity Consideration Term Sheet) equal to 15% of Acquiror’s equity interests on a post-issuance and fully-diluted basis. The terms and conditions of the Equity Consideration shall be as set forth in the Equity Consideration Term Sheet.
Payment of Initial Consideration. The Initial Consideration shall be satisfied:
Payment of Initial Consideration. At the Closing, Buyer shall deliver to each of the Sellers their Proportionate Percentage of 500,000 of the Buyer Shares.
Payment of Initial Consideration. At the Closing, Buyer shall deliver to Sellers the Buyer Shares. Buyer shall deliver [_________] shares of Buyer's common stock, par value $0.0001 per share, having an aggregate Determined Value on the Closing Date of $286,000.00 to Xxxxxx, and Xxxxx shall deliver [_________] shares of Buyer's common stock, par value $0.0001 per share, having an aggregate Determined Value on the Closing Date of $264,000.00 to Yapo.
Payment of Initial Consideration. At the Closing, upon the Effective Time, the holders of the Company Stock shall surrender the certificates evidencing such stock to TALX in exchange for the number of shares of TALX Common Stock having the aggregate market value of $11,800,000.00 (the "Initial Consideration") based upon the weighted average per share trading price of every transaction of TALX Common Stock over the course of the ten consecutive full trading days ending with the full trading day immediately preceding the Closing Date (the "TALX Share Price"). TALX may, at its sole discretion, pay up to 10% of the Initial Consideration in cash instead of TALX Common Stock. The Initial Consideration paid to the Shareholders at the Closing shall be subject to adjustment for the Escrow Deposit as described in Section 2.6. The Initial Consideration, as so adjusted, the Earn Out Consideration, if any, and the Tax Loss Carry-Forward Consideration, if any, shall be collectively referred to herein as the "Merger Consideration." At the Effective Time, each Shareholder's portion of the Initial Consideration to be payable in the number of shares of TALX Common Stock as determined in accordance with Section 2.4 hereof shall be paid by TALX upon the surrender of certificates
Payment of Initial Consideration. If the Scheme becomes effective, within one (1) Business Day after the Closing Date, SuperGen will (x) provide all necessary written instructions to its transfer agent for the issuance of the Initial Share Amount, (y) pay the Initial Cash Amount to the Paying Agent, and (z) cause the Paying Agent to distribute the Initial Share Amount and the Initial Cash Amount to the Scheme Shareholders on the register of members of Astex at the Scheme Record Time in accordance with the Payment Schedule. Fractions of New SuperGen Shares will not be allotted or issued pursuant to the Scheme and fractional entitlements will be rounded down to the nearest whole number of New SuperGen Shares. Each Astex Shareholder who would otherwise have been entitled to receive a fractional entitlement shall receive, in lieu, an amount converted into U.K. Sterling at the Exchange Rate on the Business Day immediately prior to the Closing Date equal to such fractional entitlement at the closing price per share of one SuperGen Share on the last Trading Day immediately prior to the Closing Date. Payment to each Scheme Shareholder eligible to receive a portion of the Initial Consideration is contingent upon the Paying Agent’s receipt of a properly completed and executed original Form W-9 for U.S. residents or Form W-8 BEN for non-U.S. residents (it being understood that the name on each such tax form must exactly match the name set forth on the Payment Schedule). Each Scheme Shareholder eligible to receive a portion of the Initial Consideration will receive his/her/its New SuperGen Shares in book-entry form and his/her/its portion of the Initial Cash Amount in the form of a check payable to such Scheme Shareholder. All distributions to Scheme Shareholders shall be based upon the allocations and formulae set forth in the Payment Schedule. Provided that SuperGen causes the Paying Agent to make distributions of the Initial Consideration in conformity with the Payment Schedule, neither SuperGen nor Astex shall have any responsibility for any errors in distributions caused by either the allocations or formulae set forth in the Payment Schedule. Any portion of the Initial Consideration that would have been paid to holders of Preferred C Shares arising from the exercise of Warrants had they been exercised prior to the Closing Date shall be withheld from the Initial Consideration and retained for distribution to holders of Warrants in the event that such Warrants are exercised after the Closing Date. ...
Payment of Initial Consideration. The aggregate consideration for the Acquired Shares (the “Purchase Price”) shall be three hundred fifty thousand dollars US ($350,000.00) (the “Initial Consideration”), plus addition consideration computed pursuant to Section 2.2 (the “Additional Consideration”). Simultaneously with the execution of this Agreement, the Purchaser has delivered to the Seller the Initial Consideration, as a non-refundable deposit pursuant to this Agreement.
