Purchase Price; Payment of Consideration Sample Clauses

Purchase Price; Payment of Consideration. Purchaser shall pay the following purchase price for the Shares (the “Purchase Price”): (a) The Purchase Price, and all cash payments and issuances of stock as components thereof pursuant to the subclauses of this Section 2.3(a), shall be paid or issued to the Sellers on a pro rata basis based on the number of Shares held by each Seller as of the date of this Agreement. The components of the Purchase Price shall be paid and issued in the following manner: (i) SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($700,000.00) (“Cash Purchase Price”) paid to Sellers at Closing in the form of a wire transfer. (ii) At the Closing, Sellers shall receive an aggregate of Four Thousand One Hundred Fifty (4,150) shares of Series F Preferred Stock of Purchaser (the “Preferred Stock”), with terms and conditions as set forth in a Certificate of Designation substantially in the form of Exhibit A hereto (the “Certificate of Designation”). (iii) Upon the Closing of the Purchaser’s IPO (as defined below), Sellers shall receive a number of shares of the common stock of Purchaser (the “Common Stock”) equal to the quotient obtained by dividing (A) $200,000 by (B) the offering price per share of Common Stock in the IPO (and rounding such quotient down such that no fractional shares will be issued). (iv) At the Closing, the Sellers shall receive FIVE MILLION (5,000,000) shares of Common Stock (and together with the Preferred Stock, the “Purchaser Shares”). Subject to the Subordination Agreement, the Sellers are receiving the right, at their sole option, whether acting individually or jointly, to put (the “Put Right”) all or any portion of the Common Stock to Purchaser, for Purchaser to purchase at a price equal to ten cents ($0.10) per share of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like), upon such date which is eighteen (18) months after Closing (the “Exercise Date”); provided, however, for clarification purposes, the Put Right is exercisable at the sole option of either or both Sellers, is based upon current capitalization associated with the Purchaser Shares, and shall not be deemed to set a fixed valuation for the Common Stock except as specifically provided for in this Section 2.3(a)(iv) with respect to exercise of the Put Right within the Exercise Period (as hereinafter defined). The Put Right shall remain exercisable for a sixty (60) day period after the Exercise Date (the “Exercise Period”) and then shall expire and be of no furthe...
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Purchase Price; Payment of Consideration. The purchase price for the Purchased Shares (the "Purchase Price") shall be the following consideration: a. 1,000,000 shares of common stock in Purchaser, priced at .10 per share, or that amount or that amount of common stock of Purchaser which will equal 2 1/2 times the Seller's average taxable income as reported to the IRS over the last three years, (whichever is greater) delivered at Closing in exchange for 100% of the Shares of common stock in the Company. b. The assumption of certain debt associated with any lines of credit used to support the business of the Company. The assumed debt shall be listed on a schedule A hereto. c. 50% of the net income ( as shown on the Company's financial statements and reported with through the Purchaser's S.E.C. qualified auditors) realized by the Company during the Eighteen months following Closing shall be paid in cash or additional shares of common stock of Purchaser to Seller. The amount due to Seller herein shall be calculated on the last day of the 19th month following Closing. d. Cashless Warrants to purchase an additional 500,000 shares of common stock priced at .30 per share (based on the Purchaser's current capitalization) for each $500,000 in EBITDA, computed and vested on a semi-annual basis over the twenty-four month following Closing. In the event that the trading price of the stock is less than .40 per share, the strike price of the Warrants shall be reduced to that price which is a discount of 25% to the market price. e. Seller shall continue to operate the Company after closing, in accordance with an employment agreement executed contemporaneously herewith, as an independent operating entity of Purchaser; subject only to Board of Directors oversight.
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Purchase Price; Payment of Consideration. Subject to the terms and conditions of this Agreement, Purchaser shall pay the aggregate purchase price set forth in this Section 2.3 for the Units (the “Purchase Price”), as follows:
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Purchase Price; Payment of Consideration. Purchaser shall pay the aggregate purchase price set forth in this Section 2.6 for the Business and the Acquired Assets (the “Purchase Price”) as follows: (a) At the Closing: (i) Purchaser shall pay to Seller an amount equal to the difference between (a) the product of 5.0 multiplied by Estimated Closing TTM EBITDA minus (b) two million six hundred thousand dollars ($2,600,000) (the “Initial Cash Payment”), payable in cash in immediately available funds by wire transfer; (ii) Parent shall issue to Seller the number of shares of Parent Common Stock equal to Estimated Closing TTM EBITDA divided by the Common Stock Price, rounded to the nearest whole shares (the “Initial Share Issuance”); and (iii) Parent shall deposit the Estimated Tax Amount into escrow pursuant to Section 5.11. (b) An additional Purchase Price payment (the “Initial Earnout Payment”) equal to the Forward EBITDA shall be paid by Purchaser to Seller in cash in immediately available funds by wire transfer pursuant to Section 2.8 of this Agreement.
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Purchase Price; Payment of Consideration. Purchaser shall pay the aggregate purchase price set forth in this Section 2.3 for the Securities (the “Purchase Price”). The aggregate Purchase Price payable pursuant to this Section 2.3 shall be allocated and paid among the various Sellers in the manner set forth on Schedule 2.3 (which schedule may include, without limitation, a direction for payment owed to the Sellers hereunder to instead be made to one or more entities on behalf of the Sellers, which shall be deemed for purposes hereof to be payment to the Sellers).
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Purchase Price; Payment of Consideration. The purchase price (the "Purchase Price") for the Shares shall be as follows: (a) Each Seller shall receive such Seller's Proportionate Interest of 4,850,000 shares of Buyer's Common Stock ("Buyer's Capital Stock")(and the stock certificates evidencing such stock shall be delivered at Closing); plus (b) Each Seller shall receive its Proportionate Interest of $300,000, which amount shall be payable in cash at Closing by wire transfer of immediately available funds to an account designated by Sellers at least two (2) business days prior to the Closing Date.
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Purchase Price; Payment of Consideration. The purchase price for the Purchased Shares (the “Purchase Price”) shall be One Hundred Dollars ($100.00).
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Purchase Price; Payment of Consideration 
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Related to Purchase Price; Payment of Consideration

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

  • Adjustment of Consideration (a) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding VAALCO Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding VAALCO Shares, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. (b) If on or after the date hereof, TransGlobe declares, sets aside or pays any dividend or other distribution to the TransGlobe Shareholders of record as of a time prior to the Effective Time, then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. For greater certainty, if TransGlobe takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be decreased by an equivalent amount. (c) If on or after the date hereof, VAALCO declares, sets aside or pays any dividend or other distribution to the VAALCO Stockholders of record as of a time prior to the Effective Time (except for regular quarterly dividends to VAALCO Stockholders made in accordance with Section 5.2(b)(ii)), then the Consideration to be paid per TransGlobe Share shall be appropriately adjusted to provide to TransGlobe 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 TransGlobe Share. For greater certainty, if VAALCO takes any of the actions referred to above, the aggregate Consideration to be paid by AcquireCo shall be increased by an equivalent amount.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)

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

  • 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.

  • 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. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

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