Purchase and Consideration Sample Clauses

Purchase and Consideration. The Note Holder hereby contracts to purchase a Note or Notes in the Principal amount set forth on Note Holder’s signature page attached hereto. By signing this Subscription Agreement, the Note Holder agrees to be bound by the terms and conditions of the Note as set forth therein. Each Subscription Agreement between the Fund and each respective Note Holder is a separate agreement, and the sale of each Note to each Note Holder is a separate sale.
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Purchase and Consideration. (a) The City hereby offers to purchase from Mattamy the Property and Mattamy hereby accepts the offer, upon the terms and conditions set out in this Agreement. (b) The Purchase Price for the Property shall be the sum of Six Million Dollars ($6,000,000.00) in Canadian currency, upon and subject to the terms and conditions of this Agreement. The Purchase Price shall be payable on the Closing Date, subject to the usual adjustments. (c) All money to be paid or tendered by the City to Mattamy must be paid or tendered by a bank draft drawn from funds from the City’s account unless otherwise specified in this Agreement, and payable to Mattamy or as Mattamy may otherwise direct in lawful money of Canada. (d) Provided that the party which takes title to the Property on closing is a registrant under the Excise Tax Act for the purposes of Harmonized Sales Tax (“HST”) Mattamy shall not collect HST on the Closing Date and such party shall be liable to self-assess and remit to the appropriate governmental authority all HST which may be payable in connection with the purchase of the Property. The City shall provide a Certificate confirming such registration and an indemnity to Mattamy with respect to assessment of HST in connection with the sale of the Property.
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Purchase and Consideration. (a) On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, CBC hereby agrees to purchase and CP Management agrees to sell, the Curious Share and CP Management's interest in the Option Agreement on the Closing Date. The total purchase price for the purchase of the Curious Share and assignment of the Option Agreement (the "Purchase Price"), will be the sum of Three Million and no/100 Dollars ($3,000,000.00) consisting of Two Million Seven Hundred Thousand and no/100 Dollars ($2,700,000.00) for the Option Agreement and Three Hundred Thousand and no/100 Dollars ($300,000.00) for the Curious Share and payable as follows: 1. The sum of $1,500,000 in cash at Closing (as defined below) to CPManagement ($375,00 to each member); and 2. The execution of a promissory note at Closing in the amount equal to $1,500,000 ($375,000 to each member) payable on May 31, 2000 at an interest rate equal to eight percent (8%) per annum. The interest payments shall be paid to CP Management in quarterly payments. In the event any member(s) of CP Management's employment with Curious is terminated pursuant to 5(b) of his/her employment agreement or any member(s) of CP Management terminates his/her employment agreement prior to the payment of the promissory note, the principal amount of this promissory note shall be reduced by the sum of $375,000 for such member(s). Any cancellation or reduction of the promissory note pursuant to this section shall be in addition to any other remedies CBC may have against the members of CP Management and shall not be deemed to be liquidated damages. (b) HHI and Curious consent to the sale and purchase of the Curious Share and Option Agreement as provided in Section 2(a), and the assignment of all of CP Management's rights therein. (c) As additional consideration and as an inducement for each member of CP Management to enter into employment agreements with Curious, CBC agrees to grant each member of CP Management a warrant for the purchase of 75,000 shares of CBC's common stock at a price equal to the ten (10) day average closing price for the ten (10) trading days preceding the date of Closing. The warrant shall be in the form attached hereto as Exhibit B incorporated herein by reference as if set forth in full.
Sample 1
Purchase and Consideration. (a) On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, Purchaser agrees to purchase the Shares from Seller on the Closing Date. The purchase price payable to Seller for each of the Shares is Two Dollars and Fifty Cents ($2.50), subject to adjustment as provided in Section 1 of this Agreement and Purchaser will issue and deliver to Seller one or more certificates representing the CBC Shares. On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, Purchaser agrees to purchase the Options from Seller on the Closing (Page 13 of 142 Pages) Date. The purchase price payable to Seller for the Options is Two Hundred Sixty Thousand ($260,000) Dollars. (b) Harmony and Seller acknowledge that as additional consideration for Purchaser's services in negotiating the termination of the Pending Litigation, Harmony shall, if such negotiations are successful and the Pending Litigation shall be dismissed by Unimedia with prejudice, execute and deliver to the Purchaser a registration rights agreement in the form of the form attached to this Agreement as Exhibit 1 and incorporated herein by reference as if set forth in full (hereinafter sometimes referred to as the Registration Rights Agreement).
Sample 1
Purchase and Consideration. Purchase and Sale of Assets to be Transferred. ---------------------------------------------
Sample 1
Purchase and Consideration. On and subject to the terms and conditions of this Agreement, each Seller hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby agrees to purchase from each Seller on the Closing Date, good and marketable title to, and all beneficial ownership in, the Purchased Shares, as applicable, owned by such Seller in exchange for such Seller’s Pro Rata Share of the Purchase Price, free and clear of all Liens, the total of which, for all Sellers, represents one hundred percent (100%) of the issued and outstanding common shares in the capital of the Target Corporation. Following the completion of the Purchaser’s acquisition of the Purchased Shares (including use of the compulsory acquisition provisions of the Business Corporations Act (British Columbia), if necessary), the Purchaser shall own all of the equity interest in the Target Corporation. The principal mechanics of Closing are described in the form of an organizational structure chart attached hereto as Exhibit B.
Sample 1
Purchase and Consideration. Each Investor hereby contracts to purchase the number of shares of the Company’s Seed Series Preferred Stock to be issued pursuant to this Agreement (the “Shares”) listed next to that Investor’s name on that Investor’s signature page, for the consideration listed on such signature page.
Sample 1
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Purchase and Consideration. Each Investor, severally and not jointly, hereby contracts to purchase at a price of $1.00 per share, the number of shares of the Company’s Common Stock (the “Shares”) listed next to that Investor’s name on that Investor’s signature page, for the consideration listed on such signature page. The minimum purchase that may be made by any prospective investor shall be $10,000 or such smaller amount in the sole discretion of the Company.Each investor shall deliver to the Company, via wire transfer or a certified check of immediately available funds equal to such investor’ssubscription amount as set forth such Investor’s signature page in accordance with the instructions contained on Annex A hereto.
Sample 1
Purchase and Consideration 
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Related to Purchase and Consideration

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

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • The Consideration 9.1. In consideration for the successful completion of the Works, the timely supply of the R350HT Rails and the fulfillment of all of Supplier's obligations pursuant to this Agreement including, without limitation, the Warranty and all accompanying services and equipment to ISR's full satisfaction as required in accordance with the terms and conditions of this Agreement, Supplier shall be entitled to receive payment in accordance with the Consideration Annex attached hereto as Annex B (the “Consideration”). 9.2. Consideration shall be the final, complete and inclusive price that shall be paid to Supplier for the design, manufacture, preservation treatment, supply, delivery, unloading and Warranty of the R350HT Rails and the execution of all the Works pursuant to this Agreement, exclusive only of VAT. Other than as set forth herein, the Supplier shall not be entitled to receive any additional payments in connection with the performance of its obligations hereunder. The Consideration is inclusive of all taxes (other than VAT), license fees, royalties, or any other costs or expenses of any kind related to the provision of the R350HT Rails and/or to the Works. ISR shall not be charged with any further payments in connection with the Supplier’s execution of any of its obligations and undertakings under this Agreement. 9.3. Value added tax, to the extent applicable, shall be added to any payment made by ISR to Supplier hereunder, subject to the issuance of a tax invoice on ISR’s name, in accordance with the law. All amounts payable to the Supplier under this Agreement shall be paid in Euros (€). 9.4. For the removal of any doubt, it is hereby clarified that all taxes, fees, duties, licenses, costs or other payments that are to be paid in connection with the exportation, supply and delivery of the R350HT Rails, including but not limited to all types of importation and custom duties and services, such as transportation costs, customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" or "הינק סמ" ), wharf fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers and unloading at the Site, Israeli customs duties, port handling fees (in Hebrew "Dmei Xxxxx" or "לוטינ ימד" ), port infrastructure fees (in Hebrew "Dmei Tashtit" or "תיתשת ימד"), cam locks for discharging the R350HT Rails at port, supervision while discharging at port, discharging terms at port, etc. shall be considered as part of the Consideration and shall be borne solely by Supplier.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

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