Retained Stock Consideration Sample Clauses

Retained Stock Consideration. If (1) a Contingent Payment is owed to the Shareholders pursuant to this Section 5.6, (2) OPS has delivered to the Shareholders and the Escrow Agent timely Notice of an indemnification claim, causing the Escrow Agent to retain any shares of the Stock Consideration on the Distribution Date, and (3) it is determined subsequently that such claim is partially or completely invalid, such shares of Stock Consideration shall be delivered promptly to the Shareholders, and OPS shall, within five (5) Days after the distribution of such retained shares, deliver to the Shareholders the amount of Contingent Payment, if any associated therewith. Section 5.7 Interest applicable to Nonpayment of Obligations. If OPS fails to pay to the Shareholders any of (a) the Cash Consideration within two (2) Days after the Effective Date, or (2) the Contingent Payment required pursuant to Section 5.6 hereof within five (5) Days after the date the payment was due, OPS shall pay a penalty of two percent (2%) of the amount owed and the unpaid obligation shall accrue interest thereon at the prime rate reported in The Wall Street Journal on the date the payment was due (the "Prime Rate"), plus two percent (2%) per annum, compounded monthly, or the maximum rate permitted by law, whichever is less, until paid in full. If OPS fails to pay to the Shareholders any Contingent Payment associated with any retained shares of Stock Consideration in accordance with Section 5.6(d) hereof within five (5) Days after the date such shares are distributed to the Shareholders, OPS shall pay a penalty of two percent (2%) of the amount owed and the unpaid obligation shall accrue interest thereon at the Prime Rate, or the maximum rate permitted by law, whichever is less, until paid in full. If the Shareholders must file a claim to collect the either the Cash Consideration or any Contingent Payment, OPS shall pay all costs, fees and expenses, including attorneys' fees, incurred in connection with any such enforcement action.
Sample 1
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Related to Retained Stock Consideration

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

  • 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:

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

  • 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.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • 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.

  • 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.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • 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.

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