Purchase Consideration Sample Clauses

Purchase Consideration. The aggregate purchase consideration (the “Purchase Consideration”) to be delivered to the Sellers for the Membership Interests shall consist of the following: (a) The cumulative sum of One Hundred Million Dollars ($100,000,000.00), which sum shall be the initial Closing Date Payment, subject to adjustment as provided in Section 2.04 below; (b) At the Closing, Buyer and each of the Sellers will enter into a restricted stock grant, pursuant to which the Sellers may receive, cumulatively, up to an additional Thirty-Six Million Five Hundred Sixty-Two Thousand Five Hundred Dollars ($36,562,500.00) in shares of AAON Common Stock (the “2021 Contingent Consideration”), with the number of shares comprising the 2021 Contingent Consideration being equal to $36,562,500.00 divided by the AAON Signing VWAP, with the Sellers’ receipt of the 2021 Contingent Consideration subject to the following conditions: (i) Shares of AAON Common Stock representing Twenty-Four Million Three Hundred Seventy-Five Thousand Dollars ($24,375,000.00) of the 2021 Contingent Consideration shall be received, cumulatively, by the Sellers if the Company’s Adjusted EBITDA for calendar year 2021 is Eleven Million One Hundred Thousand Dollars ($11,100,000.00) or greater. Sellers’ receipt of the remaining 2021 Contingent Consideration will be subject to the Company’s Adjusted EBITDA for calendar year 2021 being equal to or in excess of $12,600,000 (the “2021 EBITDA Target”). If there is a Shortfall in the Company’s Adjusted EBITDA for 2021 (i.e., the Company’s Adjusted EBITDA for 2021 is less than $12,600,000), but the Company’s Adjusted EBITDA for 2021 is in excess of $11,100,000, the remaining 2021 Contingent Consideration to be received by Sellers shall be proportionate with respect to the incremental amount of the Company’s Adjusted EBITDA in excess of $11,100,000. If, for example, the Company’s Adjusted EBITDA for 2021 is $11,850,000, then the Sellers would be entitled to $30,468,750 in 2021 Contingent Consideration, and the remaining $6,093,750 in 2021 Contingent Consideration will be available for recapture in 2022 (and only in 2022) as described below. Any of the 2021 Contingent Consideration not earned and which is not recaptured based on the Company’s Adjusted EBITDA for 2022, as described below, shall be forfeited. (ii) The Sellers’ receipt of the 2021 Contingent Consideration shall also be subject to the terms and conditions of the Restricted Stock Grants.

Purchase Consideration. In consideration of the sale and transfer to Purchaser or the applicable Purchaser Designated Affiliates of the applicable Sellers’ right, title and interest in the Purchased Assets, including the Shares, in accordance with and subject to the terms of this Agreement (the “Sale”), and the other obligations of Seller Parent pursuant to this Agreement, at the Closing, Purchaser shall, and Purchaser Parent shall cause Purchaser to, (a) allot, issue and deliver the Purchase Consideration in accordance with Section 2.7, and (b) assume the Assumed Liabilities.

Purchase Consideration. 3.1.1. The sale and purchase consideration for the Software is United States Dollar Six Million Five Hundred Thousand (USD 6,500,000) only (the “Purchase Consideration”). 3.1.2. The Parties agree that the Purchase Consideration shall be satisfied by way of allotment and issuance to the Seller of 32,500,000 new Class A ordinary shares of the Issuer at the issue price of USD0.20 per Class A ordinary share (“Consideration Shares”), the total value of which is equivalent to the Purchase Consideration.

Purchase Consideration. The Sellers shall have received the consideration (in the form of TSI Stock) required to be delivered at Closing and to which each Seller is entitled pursuant to SECTION 1.1 hereof.

Purchase Consideration. 4.1 In consideration for the Transferred Assets and Transferred Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and in accordance with the provisions of Clause 4.2 en 4.3. 4.2 Subject to Clause 4.3, the (re)payment of the Seller's Debts by the Purchaser shall be made as follows: 4.2.1 As of the Closing Date and until the third anniversary of such Closing Date, the repayment of the Seller's Debts by the Purchaser shall be made in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors of the Seller's Debts. 4.2.2 On the third anniversary of the Closing Date, the aggregate outstanding amount under the Seller's Debts at that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or part of the outstanding amounts under the Seller's Debts at any time on or after the Closing Date. 4.4 In case the (early) repayment of any of the Seller's Debts pursuant to Clause 4.2 or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditor, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, the Purchaser shall pay such VAT on the Purchase Consideration and the Seller shall issue an appropriate invoice for VAT purposes.

Purchase Consideration. (a) As consideration for the conveyance of the Premises (the "Purchase Consideration"), the Buyer shall (i) pay to Seller at Closing all Rent and Additional Rent accrued under the Lease through Closing, and (ii) deliver to Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with the terms thereof. The Subordinated Mortgage shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, in accordance with the terms of the Note and the Subordinated Mortgage. (c) The Security Deposit of $50,000 made by Buyer as Tenant under the Lease, provided it has not been reduced to pay or reserve for expenses, taxes, penalties, or other charges for which its use is permitted under the terms of the Lease, shall be returned to Buyer at Closing. (d) The Parties will make such other closing adjustments to the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under the terms of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller pursuant to the Lease (such as prepayments or deposits under any energy supply contract) shall be paid by Buyer at the closing. Seller and Buyer shall reasonably adjust for the cost of any snow removal, water, sewer or other charges payable under the Lease which are not separately metered to the Premises or are directly payable by Buyer to the vendor. Buyer shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreement, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Bu...

Purchase Consideration. The Purchaser agrees to pay the Seller with respect to any PSL Tranche of PSL Revenues purchased by the Purchaser from the Seller on each Purchase Date, the Purchase Price. As additional consideration for the purchases of PSL Tranches hereunder, the Purchaser shall by appropriate instrument or instruments sell, transfer, assign, set over and otherwise convey, or cause to be sold, transferred, assigned, set over or otherwise conveyed or issued, to the Seller the Residual Certificate.

Purchase Consideration. 5.1. The Purchase Consideration payable by the Occupant and/or the Payer (as the case may be) to the Seller for alienation of the Housing Interest, shall be the amount stipulated in Item 3 of Annexure A. 5.2. In exchange for payment of the Purchase Consideration, the Occupant is entitled to the Housing Interest in respect of the Unit and, subject to payment of Levies, to make use of the facilities and services and all recreational and communal facilities located in the Scheme in terms of clause 12 below. 5.3. The Purchase Consideration will be payable as set out in Item 3 of Annexure A. 5.4. The Purchase Consideration will be invested and held in trust in accordance with the provisions of Section 6(3) of the Retired Persons Act and as set out in the Client Investment Mandate, attached hereto as Annexure B. 5.5. With effect from the Date of Occupation or the date upon which the full Purchase Consideration for the Unit is actually received by the Seller’s Attorneys and a Life Right Certificate is issued to the Occupant, whichever is the later date, neither the Occupant nor the Payer of the Purchase Consideration shall be entitled to the payment of any interest in respect of the Purchase Consideration. It is hereby specifically recorded and agreed that after such date as aforesaid, interest at the Prime Rate of interest applicable from time to time, determined in respect of the Purchase Consideration shall accrue to the benefit of and be payable to the Seller by the Occupant or Payer (as the case may be). 5.6. Should the Purchase Consideration not have been paid by the Date of Occupation then the Occupant is not entitled to use and/or occupy the Unit until such time as payment of the Purchase Consideration has been received by the Seller’s Attorneys. Penalty interest at the Prime Rate plus 3% (three per cent) shall be charged on the Purchase Consideration from the date on which the Purchase Consideration became due and payable (in accordance with Item 3 of Annexure A) by the Occupant and/or the Payer to the Seller until such date that the Purchase Consideration has been actually paid to and received by the Seller’s Attorney. 5.7. If the Payer has made payment of the Purchase Consideration for and on behalf of the Occupant and subsequently the Payer is provisionally or finally sequestrated or liquidated or subject to business rescue proceedings or pre-deceases the Occupant then the estate or liquidator of the Payer, as the case may be, shall not be able to cla...

Purchase Consideration. As consideration for the sale of the Conveyed Property, Purchaser shall deliver the following to Seller in the manner set forth below: