Redemption Consideration Clause Samples
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Redemption Consideration. As promptly as practicable on or after the Redemption Date or Change of Control Redemption Date, as applicable, provided the Member has satisfied its obligations under Section 9.1(a)(iii) or Section 9.1(c), as applicable, the Company or PubCo shall deliver or cause to be delivered to such Member (or its designee), either certificates or evidence of book-entry shares representing the number of shares of Class M Common Stock or Class A Common Stock deliverable upon the applicable Redemption, registered in the name of such Member (or its designee) or, if the Company has so elected, the Cash Payment. Notwithstanding anything set forth in this Section 9.1(d) to the contrary, to the extent the Class M Common Stock or Class A Common Stock issued in the Redemption will be settled through the facilities of The Depository Trust Company, the Company or PubCo will, upon the written instruction of such Member, deliver the shares of Class M Common Stock or Class A Common Stock deliverable to such Member through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such Member in the Exchange Election Notice. Upon the Member exercising its Redemption right in accordance with Section 9.1(a)(i) or the occurrence of a Change of Control Redemption, the Company or PubCo shall take such actions as (A) may be required to ensure that the Member receives the shares of Class M Common Stock or Class A Common Stock or the Cash Payment that such Member is entitled to receive in connection with such Redemption pursuant to this Section 9.1, and (B) may be reasonably within its control that would cause such Redemption to be treated for purposes of the Tax Receivable Agreement as an “Exchange” under the Tax Receivable Agreement to the extent the redeeming Member is entitled to benefits under the Tax Receivable Agreement.
Redemption Consideration. At the Closing, in exchange for each of the Redeemed Shares and against delivery of a stock certificate representing such Redeemed Share, Holdings shall cause to be paid, by wire transfer of funds to the Redeeming Stockholder holding such Redeemed Share (the "Redemption Consideration"):
(a) for each Redeemed Share of Class A Common Stock, $514.00;
(b) for each Redeemed Share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, the Stated Value of such Redeemed Share plus an amount equal to any and all dividends, declared or undeclared, which have accrued but have not been paid from the date of issuance of such Redeemed Share through the Closing Date, as set forth on Schedule 3.1(b) attached hereto (which shall be updated to the Closing). The Redeeming Stockholders holding such Preferred Stock acknowledge and agree that the calculations of the Redemption Consideration for Preferred Stock set forth on Schedule 3.1(b) constitute an accurate calculation of the stated value of such Redeemed Shares plus accrued and unpaid dividends thereon, assuming that the Closing Date is June 30, 1997.
Redemption Consideration. With respect to each Redemption Exercise, each Class A Unitholder shall be entitled to receive an amount in cash equal to the Redemption Exchange Value applicable with respect to such Redemption Exercise and such holder; provided that the Company may, subject to applicable Law, the rules of any stock exchange upon which the Parent Shares are then listed and the provisions of this Section 3.5, at any time prior to the delivery of the Redemption Closing Statement, elect to settle up to 70% of the Redemption Exchange Value for such redemption by causing the issuance and delivery of Parent Shares to the relevant holder of Class A Units on the Redemption Closing Date. If the Company elects to settle a portion of any Redemption Exchange Value (such portion, a “Share Settled Portion”) by causing the delivery of Parent Shares to the relevant holder of Class A Units, the total number of Parent Shares that a holder of Class A Units shall be entitled to with respect to such holder’s Share Settled Portion shall be a number (rounded down to the nearest full share) equal to the quotient of (i) the applicable dollar amount of such Share Settled Portion divided by (ii) the Parent Share Settlement VWAP.
Redemption Consideration. Promptly following the cancellation of Shareholder’s stock certificate or receipt of electronically transferred Shares, as applicable, the Corporation will pay the Shareholder for its Shares in an amount per share equal to $0.15 (the “Consideration”). The Consideration will be paid in cash by disbursement to the Shareholder from the Corporation’s legal counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Brand, LLP.
Redemption Consideration. The consideration to be paid by Westfield LP to BPFH LLC in exchange for the complete redemption of the BPFH GP Interest shall be as follows:
(a) $2.0 million paid by Westfield LP to BPFH LLC on the date of this Agreement via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. BPFH LLC will separately acknowledge receipt of the foregoing amount;
(b) $2.0 million to be paid by Westfield LP to BPFH LLC on or before October 31, 2009 via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. The amounts required to paid pursuant to Section 1.2(a) and this Section 1.2(b) are together the “Advanced Closing Date Payments” and shall be repaid by BPFH LLC to Westfield LP to the extent set forth in Section 6.2;
(c) $50.0 million in cash to be paid by Westfield LP to BPFH LLC at the Closing (the “Closing Date Payment”);
(d) At Westfield LP’s discretion, either (i) a promissory note to be issued by Westfield LP to BPFH LLC at the Closing in the original principal amount of $5.0 million as more fully described in Section 1.4(b)(v) below (the “Note”) or (ii) $4.5 million in cash to be paid by Westfield LP to BPFH LLC at the Closing; and
(e) For each calendar year (or relevant portion thereof) during the period commencing on the Closing Date (as defined below) and continuing through (x) the eighth anniversary of the Closing Date or (y) such later date as may be required to ensure payment of any Excess Share under the next sentence of this Section 1.2(e) or (z) such earlier date as of which no further Revenue Share is due pursuant to Section 1.2(e)(v) (the “Eight Year Term”), an amount equal to the greater of (1) 12.5% of the Gross Revenue (as defined below) of Westfield LP for such calendar year (or relevant portion thereof) and (2) $5,600,000 (pro rated for any relevant portion of such calendar year); provided, however, that in no event shall BPFH LLC be entitled to receive pursuant to this Section 1.2(e) for such calendar year (or relevant portion thereof) an amount that is greater than $11,625,000 (pro rated for any relevant portion of such calendar year) plus the amount of any Excess Share to be added to the amount payable to BPFH LLC pursuant to clause B of this Section 1.2(e) with respect to any prior year (or relevant portion thereof). Notwithstanding the foregoing, (A) in the event that the ...
Redemption Consideration. The aggregate consideration for the Redeemed Interest shall be the Redemption Payment.
Redemption Consideration. The assets to be conveyed by the Partnership to the Retiring General Partner as consideration for the retirement and redemption of the Redemption Interest shall be (a) 800,000 shares of common stock of The Dun & Bradstreet Corporation and (b) warrants representing the right to purchase 2,214,799 shares of common stock of The Dun & Bradstreet Corporation (collectively the "REDEMPTION CONSIDERATION"). In addition, the Retiring General Partner shall assume the UAF Obligation (as defined and further described in Section 2.01 hereof). The parties hereto acknowledge that the Redemption Consideration has been determined in accordance with Section 11.2(b) of the Partnership Agreement and further acknowledge that the aggregate fair market value of the Redemption Consideration (net of the UAF Obligation, as hereafter defined) equals the positive balance in the Retiring General Partner's Capital Account (taking into account the adjustments and allocations required by the first sentence of Section 11.2(b)(x) of the Partnership Agreement).
Redemption Consideration. Simultaneously with the execution of this Agreement, the Company will transfer, assign and convey to Seller 400,000 shares of Series D Preferred Stock (the "Series D Preferred") of microHelix, Inc., an Oregon corporation ("microHelix"), and warrants to purchase 65,100,917 shares of Class B Common Stock of microHelix at an exercise price of $0.001 per share (the "Warrants"). Simultaneously with the execution and delivery of this Agreement, the Company will deliver (i) certificates evidencing the Series D Preferred, together with a fully executed stock power to evidence the transfer of the Series D Preferred to Seller; and (ii) a fully executed transfer of warrant to evidence the transfer of the Warrants to Seller.
Redemption Consideration. (a) The consideration payable by the Company for the redemption of the Seller Common Stock, the Seller Warrants and Other Interests shall be $5,000,000.00, payable upon execution and delivery of this Agreement in cash by wire transfer of immediately available funds, to an account designed by the Seller.
(b) The Seller acknowledges that, as of the date of this Agreement, it is not owed any money by the Company. The Company acknowledges that, as of the date of this Agreement, it is not owed any money by the Seller.
Redemption Consideration. The aggregate consideration for all of the Redeemed Interests, collectively, shall be (i) a distribution in kind of the WASH Properties and the 74 Turner Property, and (ii) the C▇▇ ▇▇▇ment, and the payments set forth in Section 6.3(b) below.