Payment of Transaction Consideration Sample Clauses

Payment of Transaction Consideration. A portion of the Transaction Consideration shall be used to discharge and pay in full: (i) all Indebtedness (if any); (ii) the Seller Transaction Expenses; and (iii) the Change of Control Payments and related Transaction Payroll Taxes, in each case as provided in Section 1.5(b). In addition, $5,750,000 of the Transaction Consideration (the “Escrow Amount”) shall be deposited at Closing into an escrow account (the “Escrow Account”) under the terms of an escrow agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”) to be executed as of the Closing Date by Purchaser, Seller and the Escrow Agent as security for the obligations of Seller hereunder.
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Payment of Transaction Consideration. The Closing Cash Consideration (as defined below) shall be used to discharge and pay in full: (i) all Indebtedness; (ii) the Seller Transaction Expenses; and (iii) the Change of Control Payments and related Transaction Payroll Taxes, in each case as provided in Section 1.4(b). In addition, thirty-seven and one-half percent (37.5%) of the aggregate Equity Interest (the “Escrow Amount”), calculated prior to any reduction in the Closing Equity Issuance as contemplated under Section 1.4(d), shall be deposited at Closing into an escrow account (the “Escrow Account”) under the terms of an escrow agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”) to be executed as of Closing Date by Purchaser, Representative and the Escrow Agent as security for the obligations of Sellers hereunder.
Sample 1
Payment of Transaction Consideration. A portion of the Transaction Consideration shall be used to discharge and pay in full: (i) all Indebtedness (if any); (ii) the Seller Transaction Expenses; and (iii) the Change of Control Payments and related Transaction Payroll Taxes, in each case as provided in Section 1.5(b).
Sample 1
Payment of Transaction Consideration. (a) On the Closing Date, the PRGX Parties shall:
Sample 1
Payment of Transaction Consideration. As consideration for the Shares, and subject, in each case, to (i) a Shareholder’s simultaneous transfer of the Japanese Shares held by such Shareholder to German Purchaser and (ii) the Japanese Company’s simultaneous transfer of the US Shares held to the US Purchaser, as contemplated herein, the relevant Purchaser shall pay, or cause to be paid (a) to each Kita Shareholder an amount equal to the Kita Per Share Consideration multiplied by the number of Shares held by such Kita Shareholder, less such Kita Shareholder’s Pro Rata Portion of the Escrow Amount; (b) to the Japanese Company, an amount equal to the US Company Purchase Price; and (c) to Ellipsiz an amount equal to the Ellipsiz Transaction Consideration.
Sample 1
Payment of Transaction Consideration. Transferee shall have delivered to Transferor the Consideration Shares specified for such Transferor in Exhibit A as payment in full of the Transaction Consideration subject to and in accordance with the provisions of Section 1.
Sample 1
Payment of Transaction Consideration 
Sample 1
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Related to Payment of Transaction Consideration

  • Transaction Consideration The Transaction Consideration;

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

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

  • 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.

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

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

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