Purchase Price and Exchange of Consideration Sample Clauses

Purchase Price and Exchange of Consideration. The Seller shall sell, assign, transfer, convey and deliver to the Buyer at the Closing the Personal Goodwill including, but not limited to, all of the Seller's respective rights and benefits related to the Personal Goodwill. In exchange for the Personal Goodwill and subject to the terms and conditions of this Agreement, the Buyer shall pay to the Seller on the Closing Date the total sum of One Million and 00/100 Dollars ($1,000,000.00) for all of the Personal Goodwill (the "Purchase Price"). The payment required by this Section 1 shall not be affected by the death or disability of Seller.
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Purchase Price and Exchange of Consideration. 1.1 Upon the Effective Date, Seller hereby sells, assigns, transfers, conveys, and shall deliver to Buyer, all of the Assets existing currently or subsequently created by or as a result of the operation of BeautyKind including, but not limited to, all of the Seller's respective rights and benefits related to or arising from of the Assets.
Sample 1
Purchase Price and Exchange of Consideration. The Seller agrees to sell, assign, transfer, convey and deliver to the Buyer at the Closing the assets and Goodwill including, but not limited to, all of the Sellers' respective rights and benefits related to the assets and Goodwill (per attached Exhibit A.). In exchange for the Assets and Goodwill and subject to the terms and conditions of this agreement, the Buyer has issued to the Seller and its Parties, total of 1.5 Million common stock shares of WinSonic Digital Media Group, Ltd. (per attached Exhibit B.). The payment required by this Section 1 shall not be affected by the death or disability of either Seller or the breach or termination by Seller of any agreement (other than this Agreement) between Seller and the Buyer.
Sample 1
Purchase Price and Exchange of Consideration. On the Closing Date, the Sellers shall sell, assign, transfer, convey, and deliver to the Buyer, free from all liabilities and encumbrances, the Personal Goodwill including, without limitation, all of each Seller's respective rights and benefits related to the Personal Goodwill. In exchange for the Personal Goodwill, and subject to the terms and conditions of this Agreement, the Buyer shall pay to the Sellers on the Closing Date the total sum of TWENTY MILLION and 00/100 DOLLARS ($20,000,000.00) for all of the Personal Goodwill (the "Purchase Price"). Buyer shall pay the Purchase Price by wire transfer of immediately available funds to the account designated by Sellers in the wire transfer instructions set forth in Exhibit A and Sellers shall be solely responsible for allocating and distributing the Purchase Price among the Sellers as they may agree. The payment required by this Section 1 shall not be affected by the death or disability of Sellers.
Sample 1
Purchase Price and Exchange of Consideration. The Seller agrees to sell, assign, transfer, convey and deliver to the Buyer at the Closing all of his Personal Goodwill with respect to the business of Archway Sales, Inc. including but not limited to, all of the Seller’s rights and benefits related to the Personal Goodwill. In exchange for the Personal Goodwill and subject to the terms and conditions of this Agreement, the Buyer agrees to pay to the Seller at closing the total sum of Thirty-Two Million Two Hundred Thousand Dollars ($32,200,000.00) for all of the Personal Goodwill (the “Purchase Price”). The Purchase Price shall be payable in immediately available cash funds. The payment required by this Section 1 shall not be affected by the death or disability of Seller or the breach or termination by Seller of any agreement (other than this Agreement) between Seller and the Buyer.
Sample 1
Purchase Price and Exchange of Consideration. The Seller shall sell, assign, transfer, convey and deliver to the Buyer, free from all liabilities and encumbrances, at the Closing (as defined in Section 2) the Personal Goodwill including, but not limited to, all of the Seller's respective rights and benefits related to the Personal Goodwill. In exchange for the Personal Goodwill, and subject to the terms and conditions of this Agreement, the Buyer shall pay to the Seller on the Closing Date the total sum of TWENTY MILLION and 00/100 DOLLARS ($20,000,000.00) for all of the Personal Goodwill (the "Purchase Price"). The payment required by this Section 1 shall not be affected by the death or disability of Seller.
Sample 1
Purchase Price and Exchange of Consideration. The Sellers agree to sell, assign, transfer, convey and deliver to the Buyer at the Closing the Goodwill including, but not limited to, all of the Sellers' respective rights and benefits related to the Goodwill. In exchange for the Goodwill and subject to the terms and conditions of this Agreement, the Buyer agrees to pay to the Sellers on June 29, 2001, the total sum of Eight Million Eight Hundred Eighty Thousand and 00/100 Dollars ($8,880,000.00) for all of the Goodwill (the "Purchase Price"). The Purchase Price shall be payable in immediately available cash funds or, with the consent of each respective Seller, through the substitution of other property acceptable to such respective Seller. The Purchase Price shall be allocated among each Seller in accordance with SCHEDULE A, which is attached hereto and incorporated herein by reference. The payment required by this Section 1 shall not be affected by the death or disability of either Seller or the breach or termination by either Seller of any agreement (other than this Agreement) between either or both of them and the Buyer.
Sample 1
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Purchase Price and Exchange of Consideration. The Seller agrees to sell, assign, transfer, convey and deliver to the Buyer at the Closing the assets and Goodwill including, but not limited to, all of the Sellers' respective rights and benefits related to the assets and Goodwill. In exchange for the assets and Goodwill and subject to the terms and conditions of this Agreement, the Buyer has issued to the Seller a 6% Convertible Subordinated Promissory Note for Sixty Thousand Dollars ($60,000) in the names of XxxxXxxx Xxxx, HeungWoo Park, and SunWoo Park, which can be converted into shares of common stock of the buyer at a rate of $0.58 per share; Sixty Thousand Dollars ($60,000) worth of the Buyer’s common stock at a rate of $0.58 (i.e., 103,448 shares) in the names of XxxxXxxx Xxxx, XxxxxXxx Xxxx, and XxxXxx Xxxx; and Eighty Thousand Dollars ($80,000) worth of the Buyer’s common stock at a rate of $0.58 (i.e., 137,931 shares) in the name of Sung Xxxx Xxxx. The payment required by this Section 1 shall not be affected by the death or disability of the Seller or the breach or termination by Seller of any agreement (other than this Agreement) between Seller and the Buyer.
Sample 1
Purchase Price and Exchange of Consideration. The Seller shall sell, assign, transfer, convey and deliver to the Buyer at the Closing the Personal Goodwill including, but not limited to, all of the Seller's respective rights and benefits related to the Personal Goodwill. In exchange for the Personal Goodwill and subject to the terms and conditions of this Agreement, the Buyer shall pay to the Seller on the Closing Date the total sum of $X for all of the Personal Goodwill (the "Purchase Price"). The payment required by this Section 1 shall not be affected by the death or disability of Seller.
Sample 1

Related to Purchase Price and Exchange of Consideration

  • 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.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Transfer and Exchange of Call Warrants Upon surrender of any Call Warrant for registration of transfer or for exchange to the Warrant Agent, the Warrant Agent shall (subject to compliance with Article II) execute and deliver, and cause the Trustee, on behalf of the Trust, to execute and deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing a like whole number of Call Warrants, in the name of such Warrant Holder or as such Warrant Holder (upon payment by such Warrant Holder of any applicable transfer taxes or government charges) may direct; provided that as a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth as Exhibit C to the Series Supplement).

  • Merger Consideration Exchange Procedures Section 3.1 Merger Consideration 14 Section 3.2 Rights As Unitholders; Unit Transfers 15 Section 3.3 Exchange of Certificates 15 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Equity Awards 19

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Adjustment to Consideration (a) Within 45 days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Stockholder Representative an unaudited balance sheet of the Surviving Corporation as of the Closing Date (the “Adjusted Balance Sheet”). The Adjusted Balance Sheet will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials. In the event that, pursuant to the terms of this Section 7.6(a), it is determined that the amount equal to (i) the absolute value of the Company’s total current assets (as defined by and as determined in accordance with GAAP but excluding cash and cash equivalents) at the Closing Date as reflected on the Adjusted Balance Sheet minus (ii) the absolute value of the Company’s total current liabilities (as defined by and as determined in accordance with GAAP but excluding deferred revenue and the amount of any indebtedness for borrowed money) at the Closing Date as reflected on the Adjusted Balance Sheet (collectively, the “Net Assets at Closing”) plus (iii) the Balance Sheet Adjustment Amount is a number less than the Balance Sheet Target, then an amount equal to such difference (“Excess Liabilities”) shall be paid to Parent out of the Escrow Fund in accordance with the terms of Section 7.4(e) hereof. For purposes of this calculation, Third Party Expenses shall not be considered as part of the total current liabilities. Following delivery by Parent to the Stockholder Representative of the Adjusted Balance Sheet, Parent shall give the Stockholder Representative reasonable access during Parent’s regular California business hours to those books and records of the Surviving Corporation in the possession or control of Parent and any personnel which relate to the preparation of the Adjusted Balance Sheet for purposes of resolving any disputes concerning the Adjusted Balance Sheet and the calculation of Net Assets at Closing.

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