Purchase Price and Purchase Price Allocation. (1) Subject to the terms and conditions of this Agreement, the aggregate purchase price (the “Purchase Price”) to be paid by Purchaser to Vendor for the Purchased Units and the Purchased Shares is Four Billion Five Hundred Million Dollars ($4,500,000,000), subject to any adjustments required by Section 2.4 and 2.5.
(2) Purchaser and Vendor shall allocate the Purchase Price and any adjustments as disclosed in the Data Room.
Purchase Price and Purchase Price Allocation. (1) Subject to the terms and conditions of this Agreement, the aggregate purchase price (the “Purchase Price”) to be paid by the Purchaser to the Vendor for the Purchased Shares is $3,000,000, payable by the Parent’s issuance of the Payment Shares to the Vendor at a deemed price of $0.08 per Payment Share.
(2) The Purchaser and the Vendor shall allocate the Purchase Price and any adjustments in accordance with Schedule 2.2(2).
Purchase Price and Purchase Price Allocation. (1) Subject to the terms and conditions of this Agreement, the aggregate purchase price payable by the Purchaser to the Vendor for the Purchased Assets shall be an amount equal to $3,850,000 (the “Purchase Price”).
(2) The Purchase Price shall be paid and satisfied by the Purchaser as follows: $350,000, in cash on the Closing Date; $1,500,000 in Purchaser’s Shares issuable as follows:
(i) $500,000 of Purchaser’s Shares on the Closing Date at a price per share equal to the greater of (A) the 10-day volume weighted average closing price of the Purchaser’s Shares on the TSX Venture Exchange on the date this Agreement is executed; and (B) $0.05;
(ii) $500,000 of Purchaser’s Shares on the eight (8) month anniversary of the Closing Date at a price per share equal to the greater of (A) the 10-day volume weighted average closing price of the Purchaser’s Shares on the TSX Venture Exchange on such payment date; and (B) the closing price of the Purchaser’s Shares on the TSX Venture Exchange on the date this Agreement is executed;
(iii) $500,000 of Purchaser’s Shares on the sixteen (16) month anniversary of the Closing Date at a price per share equal to the greater of (A) the 10-day volume weighted average closing price of the Purchaser’s Shares on the TSX Venture Exchange on such payment date; and (B) closing price of the Purchaser’s Shares on the TSX Venture Exchange on the date this Agreement is executed; $2,000,000 in the form of a promissory note issued by the Purchaser to the Vendor on the Closing Date (the “VTB Note”). The VTB Note will have no fixed maturity date and shall accrue interest at the rate of 10% per annum. The VTB Note shall be repayable to the Vendor in quarterly installments in an amount equal to 5% of the gross sales realized by the Purchaser in such quarter from the sale of cannabis infused products containing more than 0.3% tetrahydrocannabinol (the “Vendor Royalty Payments”). The VTB Note maybe repaid in whole or in part at any time by the Purchaser in its sole and absolute discretion without penalty; the assumption of the Assumed Liabilities; and the granting by the Purchaser to the Vendor of the Limited License upon and subject to the terms and conditions set out in the attached Schedule 2.3(1)(e).
(3) The Purchaser and the Vendor shall allocate the Purchase Price in accordance with Schedule 2.3(3) and shall report the purchase and sale of the Purchased Assets for all Tax purposes in a manner consistent with that allocation. If any Governme...
Purchase Price and Purchase Price Allocation. In consideration of the -------------------------------------------- sale, transfer and delivery of the Acquired Assets, Purchaser shall pay Novaeon a purchase price in the amount of up to five million dollars ($5,000,000) (the "Purchase Price"). The Purchase Price shall be allocated among the Acquired Assets in accordance with an allocation statement (the "Allocation Statement") to be prepared by Purchaser and delivered to Novaeon at or prior to the Closing. The parties agree to file their respective income tax returns in a manner consistent with such Allocation Statement. The Purchase Price shall be subject to reduction following the Closing in accordance with the terms described in Section 6 herein. Any reduction in the Purchase Price pursuant to Section 6 below shall be made by a reduction in the principal amount of the Promissory Note as described herein.
Purchase Price and Purchase Price Allocation. The aggregate purchase price payable by the Purchaser to the Vendor for the Purchased Shares and the Corporate Notes Receivable is $3,000,000 (the “Purchase Price”), subject to any adjustment made in accordance with Section 2.4 or Section 7.10 and the allocation of the Purchaser Price is as follows:
(a) the portion of the Purchase Price allocated to the Corporate Notes Receivable shall be $2,274,320; and
(b) the portion of the Purchase Price allocated to the Purchased Shares shall be the amount equal to the result of (i) the Purchase Price less (ii) the portion of the Purchase Price allocated to the Corporate Notes Receivable pursuant to subsection 2.2(a) above.
Purchase Price and Purchase Price Allocation. (a) The Purchaser will purchase the Target Shares from the Vendors for aggregate consideration of $4,764,985 (the “Purchase Price”), payable and delivered on the Closing Date to the Vendors through the issuance of 31,766,566 GINSMS Shares (the “Purchase Shares”) as follows: Panaco 500,000 (60%) 19,059,925 Royal Link 250,000 (30%) 9,529,962 Wisefit Global Limited 50,000 (6%) 1,905,992 Best Power Capital 33,334 (4%) 1,270,687 Resources Limited
(b) The Purchaser confirms and acknowledges that the Purchase Shares, together with the 100 common shares of the Purchaser currently issued and outstanding, represent 100% of all the issued and outstanding shares in the capital of GINSMS, free and clear of all Encumbrances, after the aforesaid issuance of Purchase Shares.
(c) The Vendors acknowledge that the Purchase Shares shall be legended with a hold period in accordance with Applicable Law and shall be subject to such hold or escrow restrictions as determined in accordance with the policies of the Exchange.
Purchase Price and Purchase Price Allocation. The Acquisition will be accounted for using the acquisition method of accounting, which requires an allocation of the purchase price to the net assets acquired, based on their fair values as of the date of the Acquisition. Pro forma purchase price allocation adjustments have been made for the purpose of providing pro forma financial information based on current estimates and currently available information. These amounts are subject to revision based on final determination of fair value and the final allocation of the purchase price to the assets and liabilities of Pokemoto, and the revisions could be material. The table below summarizes the allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on management’s preliminary estimates of their respective fair values for purposes of the pro forma financial information as if the Acquisition closed on March 31, 2021: Purchase Price $ 5,980,000 Cash $ 1,184,610 Accounts Receivables 60,208 Inventory 19,500 Property and Equipment 297,529 Intangible assets, net 4,560,000 Operating lease right-of-use assets, net 719,941 Security deposits and other assets 35,580 $ 6,877,368 Accounts payable and accrued expenses $ 282,457 Other notes payable 1,462,453 Deferred revenue 123,416 Operating lease liability 751,258 $ 2,619,584 Fair value of identifiable net assets acquired 4,257,784 Goodwill $ 1,722,216
Purchase Price and Purchase Price Allocation. (a) The aggregate purchase price of $999,999.90 (the “Purchase Price”) shall be payable by the Purchaser to the Vendors, subject to the provisions of Section 3.3 below, and shall be satisfied by the issuance of $999,999.90 worth of Ordinary Shares in the capital of the Purchaser (the “Consideration Shares”) at $0.30 per Ordinary Share (registered in such manner as the Vendors shall direct the Purchaser).
(b) The Purchase Price shall be allocated to each of the Vendors pro rata their percentage holdings in the Purchased Shares as set forth in Schedule 2, provided that the Purchaser may withhold any amounts as it is required to withhold pursuant to the Tax Act and all applicable law.
Purchase Price and Purchase Price Allocation. (a) The amount payable by the Purchaser for the Purchased Assets exclusive of all applicable sales and transfer taxes is an aggregate amount equal to the (i) Closing Time Consideration, plus (ii) Milestone Payment, which is conditional upon the satisfaction of the conditions in Section 2.6(a)(ii) ((i) and
Purchase Price and Purchase Price Allocation
