Payment of Transfer Consideration Sample Clauses
Payment of Transfer Consideration. The Transfer Consideration shall be paid (a) concurrently with the execution of this Agreement by the Transferee making a payment in the amount of $189,300,000.00 in cash in immediately available funds to the Transferor, and/or (b) to the extent the Transfer Consideration is not paid in full in cash, by the Transferor making a deemed capital contribution to the Transferee in an amount equal to the unpaid portion of the Transfer Consideration, as agreed between the Transferor and the Transferee.
Payment of Transfer Consideration. If, upon or prior to the expiration of the Warrant Exercise Period, the Warrant Holder has fully exercised the Warrant to subscribe to and obtain all the Target Shares of the Cayman Company under the Warrant, the Transferee does not need to pay any Transfer Consideration to the Transferor. If, upon the expiration of the Warrant Exercise Period, the Warrant Holder has not exercised or fully exercised the Warrant, the Transferee shall, within twenty (20) days from the expiration of the Warrant Exercise Period, pay the Transferor the consideration calculated by using the following formula (“Outstanding Cash Consideration”) and outstanding interests calculated in accordance with Article 1.4 of this Supplementary Agreement. The Warrant Holder may separately extend, in writing, the Warrant Exercise Period to a longer period. Upon the occurrence of the following circumstances (“Serious Event of Default”), the Transferor has the right to require the Transferee to pay the Outstanding Cash Consideration prior to the expiration of the Warrant Exercise Period, and the Transferee shall, within twenty (20) days from receiving a written notice from the Transferor, make full payment of the Outstanding Cash Consideration to the Transferor; from the date when the Transferee makes full payment of the Outstanding Cash Consideration and corresponding outstanding interests, the Warrant not exercised or not fully exercised shall be terminated automatically:
(1) The Transferee and/or Cayman Company seriously violate/violates the provisions of the Warrant, preventing the Warrant Holder from exercising its rights granted under the Warrant for subscribing to the shares of the Cayman Company;
(2) The Transferee fails to use the cash in the account of the Target Company for the purpose separately agreed in writing between the Transferor and the Transferee;
(3) The Transferee fails to provide the equity interest pledge security in the manner separately agreed in writing between the Transferor and Transferee, and fails to correspondingly pledge the equity interests within twenty (20) days upon being requested in writing by the Transferor;
(4) Other Serious Events of Default (if any) separately agreed in writing between the Transferor and the Transferee. Outstanding Cash Consideration = RMB 400,000,000 - (Number of Target Shares of the Cayman Company obtained by the Warrant Holder by exercising such Warrant / 7 * USD 1.30 * fixed exchange rate 6.73; for the avoidance of doubt, the number...
Payment of Transfer Consideration. 3.2.1 The Purchaser shall pay the Transfer Consideration to the bank account designated in the payment notice issued by the Transferor under Article 4.1.14, on the Closing Date.
3.2.2 The Transferor shall make written confirmation to the Purchaser on the date when it receives the Transfer Consideration from the Purchaser.
Payment of Transfer Consideration. 3.2.1 The Purchaser shall pay the Transfer Consideration to the bank account designated in the payment notice issued by the Transferor under Article 4.1.12, on the Closing Date. The Transferor agrees and acknowledges that the Transaction is part of the Purchaser’s acquisition of the 100% equity in the Target Company, and as the Remaining Share Transaction involves payment to overseas transferors, it shall not be deemed as a breach by the Purchaser under the Transaction Documents and the Remaining Share Transaction Documents, if, due to foreign exchange regulatory requirements, the Purchaser makes such payment beyond the payment period set forth in the Remaining Share Transaction Documents or is unable to make such payment, in which case, the Parties shall negotiate a resolution amicably.
3.2.2 The Transferor shall make written confirmation to the Purchaser on the date when it receives the Transfer Consideration from the Purchaser.
Payment of Transfer Consideration. (1) First Installment of the Transfer Consideration Within ten (10) Business Days after the execution of this Agreement or other time as agreed between the Transferors and the Transferee, the Transferee shall arrange the payment of the First Installment of the Transfer Consideration equivalent to US$75 million (the “First Installment of Transfer Consideration”) in accordance with the mechanism set forth in Appendix XXIV hereto (for the avoidance of doubt, if the conditions precedent set forth in Article 4.3 fail to be satisfied within ten (10) Business Days after the execution of this Agreement or other periods otherwise agreed by the Transferors and the Transferee, the time for the First Installment of the Transfer Consideration paid by the Transferee in accordance with this Agreement shall be extended accordingly).
(2) Second Installment of the Transfer Consideration On (x) completion of the Underlying Assets Review and the Underlying Assets Review Financial Report and determination of the amount of the Second Installment of the Transfer Consideration which is final and binding upon both the Transferors and the Transferee in accordance with Article 3.2 above; and (y) within ten (10) Business Days after the satisfaction of all the conditions precedent set forth in Article 4.4, the Transferee shall pay the Second Installment of the Transfer Consideration in cash, i.e. the RMB equivalent of US$[*] million (the “Second Installment of the Transfer Consideration”). The aforesaid RMB equivalent of US$[*] million shall be subject to the condition that neither the Benchmark Net Working Capital nor the Underlying Assets Review Net Working Capital (as hereinafter defined) shall be lower than 0; failing which, the aforesaid amount shall be adjusted in accordance with Article 3.4 and be paid to the bank account designated by the Transferors.
Payment of Transfer Consideration. 3.4.1 The Transfer Consideration shall be paid as follows:
(a) Within twenty-five (25) business days after all conditions precedent set forth in Section 1 of Schedule C-1 hereto are satisfied or not satisfied but waived by the Purchaser, and each Transferor has opened a Two-to-sign Account and given a payment notice stating information about the Two-to-sign Account and the amount of the First Tranche of Transfer Consideration, the Purchaser shall (x) pay RMB54,530,353 to the Two-to-sign Account opened by XXXX Xxx as the first tranche of the Base Transfer Consideration for XXXX Xxx, and (y) pay RMB14,536,605 to the Two-to-sign Account opened by XXX Xxxxx as the first tranche of the Base Transfer Consideration for XIN Yihua (together, the “First Tranche of Transfer Consideration”, and the date when the First Tranche of Transfer Consideration is paid is hereinafter referred to as the “First Tranche Payment Date”).
(b) On the Closing Date, the Purchaser shall (x) pay RMB73,057,983 of the Base Transfer Consideration for XXXX Xxx to the bank account designated in the payment notice given by XXXX Xxx in accordance with Section 2.14 of Schedule C-1 (“Designated Account of XXXX Xxx”) and (y) pay RMB8,644,970 of the Base Transfer Consideration for XIN Yihua to the bank account designated in the payment notice given by XXX Xxxxx in accordance with Section 2.14 of Schedule C-1 (“Designated Account of XXX Xxxxx”) (together, the “Second Tranche of Transfer Consideration”). For the avoidance of doubt, where XXXX Xxx or XIN Xxxxx makes any refund to the Purchaser from his Two-to-sign Account in accordance with Section 2.7 of Schedule C-1, any amount in such refund that is the First Tranche of Transfer Consideration (excluding interest accrued in such Two-to-sign Account) shall also be paid to XXXX Xxx or XXX Xxxxx as the case may be on the Closing Date.
(c) Within twenty-five (25) business days after all conditions precedent set forth in Section 3 of Schedule C-1 hereto are satisfied or not satisfied but waived by the Purchaser, the Purchaser shall (x) pay RMB63,981,748 to the Designated Account of XXXX Xxx as the third tranche of the Base Transfer Consideration for XXXX Xxx, and (y) pay RMB19,120,983 to the Designated Account of XXX Xxxxx as the third tranche of the Base Transfer Consideration for XXX Xxxxx (together, the “Third Tranche of Transfer Consideration”, and the date when the Third Tranche of Transfer Consideration is paid is hereinafter referred to as the “Thi...
Payment of Transfer Consideration. 4.1 The Transfer Consideration shall be paid by the Buyer to the Seller in common shares of the Company within 5 working days of contract signed, which is US$0.272 per share.
4.2 The number of Shares to be issued to Seller is 2,757,353.
4.3 For the purposes of this Clause 4:
Payment of Transfer Consideration. At the Closing, Holding and Yoshida shall deliver to Parent certificates representing the Transfer Consideration Shares duly endorsed to Parent, which delivery shall result in the cancellation of the Transfer Consideration Shares. Parent and Yoshida hereby waive any and all rights they have had with respect to the Transfer Consideration Shares.
Payment of Transfer Consideration. 3.3.1 The Transfer Consideration shall be paid as follows:
(a) Within twenty-five (25) business days after all conditions precedent set forth in Article 4.1 hereof are satisfied or not satisfied but waived by the Purchaser, and the Transferor has opened a Two-to-sign Account and given a payment notice to the Purchaser stating information about the Two-to-sign Account and the amount of the First Tranche of Transfer Consideration, the Purchaser shall pay RMB4,606,760 to the Two-to-sign Account opened by the Transferor as the first tranche of the Transfer Consideration (the “First Tranche of Transfer Consideration”)
(b) The Purchaser shall pay RMB18,427,039 as the second tranche of the Transfer Consideration (the “Second Tranche of Transfer Consideration”) to the bank account designated in the payment notice issued by the Transferor under Article 4.2.9, on the Closing Date. The Transferor agrees and acknowledges that the Transaction is part of the Purchaser’s acquisition of the 100% equity in the Target Company, and as the Remaining Share Transaction involves payment to overseas transferors, it shall not be deemed as a breach by the Purchaser under the Transaction Documents and the Remaining Share Transaction Documents, if, due to foreign exchange regulatory requirements, the Purchaser makes such payment beyond the payment period set forth in the Remaining Share Transaction Documents or is unable to make such payment, in which case, the Parties shall negotiate a resolution amicably.
3.3.2 The Transferor shall make written confirmation to the Purchaser on the date when he receives the Transfer Consideration from the Purchaser.
Payment of Transfer Consideration. 3.2.1 The Purchaser shall pay the balance of the Transfer Consideration net of the Taxes and fees to the bank account designated in the payment notice issued by the Transferor under Article 4.1.12, on the Closing Date and after the completion of withholding relevant Taxes and fees in accordance with Article 3.3.
3.2.2 The Transferor agrees and acknowledges that (1) the payment period applicable to the Purchaser shall be extended accordingly and it shall not be deemed as a breach by the Purchaser under the Transaction Documents and the Remaining Share Transaction Documents, if, due to foreign exchange regulatory requirements, the Purchaser makes such payment beyond the payment period set forth in the Transaction Documents and/or the Remaining Share Transaction Documents or is late in making such payment; and (2) if the conditions precedent to payment for the transaction hereunder fail to be satisfied due to regulatory reasons of the Governmental Authority, then the Parties shall negotiate a resolution amicably (including but not limited to adjusting the arrangement for the Transaction hereunder), so as to facilitate the consummation of the Acquisition Transaction.
3.2.3 The Transferor shall make written confirmation to the Purchaser on the date when it receives the Transfer Consideration from the Purchaser.