Remaining Consideration Sample Clauses

Remaining Consideration. Remaining consideration shall be paid in accordance with the payment method and schedule provided in Appendix III hereof.
Sample 1
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Remaining Consideration. After the full payment of the ----------------------- Preferential Merger Shares pursuant to Section 1.7(a)(i), each holder of Company Preferred Stock and Company Common Stock shall be entitled to receive, in exchange for each share of Company Preferred Stock and Company Common Stock issued and outstanding immediately prior to the Effective Time held by them, that number of shares of Parent Common Stock equal to (x) the number of Total Merger Shares less the number of Preferential Merger Shares, multiplied by (y) a fraction, the numerator of which shall be the number of shares of Company Common Stock held or deemed to be held by such holder immediately prior to the Effective Time (assuming for this purpose full conversion of all outstanding shares of Company Preferred Stock into Company Common Stock), and the denominator of which shall be the Total Outstanding Shares (with the result rounded to four decimal places) (the "Exchange Ratio").
Sample 1
Remaining Consideration the Purchaser shall pay the remaining consideration (US dollars equivalent to XXX 00 xxxxxxx) xxxxxxxx to the Earnout Schedule listed in Appendix VI hereof.
Sample 1
Remaining Consideration a. In a proportion to be mutually agreed and payable in 12 months from the date of the signing of a definitive agreement (the “12 Month Period”), $40.0 million in cash and/or newly issued stock of the JVC which will (i) own, develop and operate Toukhmanuk and Getik, (ii) be a company listed on an exchange fully admitted to trading and (iii) have no liabilities, obligations, contingent or not, or commitments except pursuant to the Shareholders Agreement. GGC’s ownership in the JVC shall be the greater value of either 51% or the pro forma value of $40.0 million in newly issued stock of the JVC at the end of the 12 Month Period. As part of the $40 million in Remaining Consideration, CR may, at its election, substitute cash for stock in an amount of up to $12.5 million to increase its ownership at the end of the 12 Month Period based on a ratio of $784,314 per each 1% of stock. Any unused working capital from the Initial Consideration is to be added to the Remaining Consideration for payment to GGC. b. Net Smelter Royalty, if any, to be defined in the definitive agreement.
Sample 1
Remaining Consideration. On the Effective Date, after the payment in full of the Merger Consideration as provided in Section 1.4(a)(i), Section 1.4(a)(ii), Section 1.4(a)(iii), and Section 1.4(a)(iv), each outstanding share of Preferred Stock, in addition to the consideration set forth in Section 1.4(a)(i), Section 1.4(a)(ii), Section 1.4(a)(iii), and Section 1.4(a)(iv), as applicable, but subject to the limitations provided in the Restated Certificate, shall also be converted into the right to receive an amount of cash (without interest) equal to, and each share of Common Stock shall be cancelled and extinguished, and automatically be converted into the right to receive upon surrender of the Certificate representing such share of Common Stock an amount in cash (without interest) equal to, the Remaining Consideration Per Share.
Sample 1
Remaining Consideration. Remaining Consideration" shall have the meaning specified in Section 3.1(d) of the Agreement.
Sample 1

Related to Remaining Consideration

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Stock Consideration 3 subsidiary...................................................................53

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • 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.

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