Revised Consideration Sample Clauses

Revised Consideration. Any revised consideration is to be determined by agreement between the parties, otherwise by the terms of this Agreement, as provided under Articles 9 and 10. Cash Allowances:
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Revised Consideration. The Parties desire to revise the date the First Tranche of Stock Consideration is to be received by Seller, the form of consideration that Seller is to receive from Buyer on the Distribution Date and the amount of Stock Consideration to be received by Seller from Buyer by amending Sections 2.5(a)(ii), 2.5(a)(iii) and 2.5(b) of the Agreement. To effect the revisions, the Parties have agreed as follows:
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Revised Consideration. The Investor will acquire the PPLH shares from the Vendor for the consideration of US$116,250,000 (instead of US$155,000,000).
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Revised Consideration. 2.1.1 The revised consideration for the Sale Shares shall be up to S$33,700,000 (“Revised Consideration”) instead of S$43,980,000. The Revised Consideration was arrived on a willing-buyer and willing-seller basis after the conduct of negotiations on an arm’s length basis between the Sellers and the Company, taking into account, inter alia, the revised Valuation Report issued by an independent valuer, BDO Advisory Pte Ltd, dated 29 April 2019 in respect of the value of the Target Group (“Revised Valuation Report”) following the finalisation of the respective Target Group Company’s audited financial statements ended 31 December 2018 (“Audited FY2018 Financial Results”) together with the existing outstanding orders secured and prevailing business risks and prospects within the construction industry.
Sample 1
Revised Consideration. The consideration for the Sale Shares shall be US$116,250,000 (the “Revised Consideration”) instead of US$155,000,000.
Sample 1

Related to Revised Consideration

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

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • 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.

  • 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.

  • Additional Considerations For each mediation or arbitration:

  • 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.

  • 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.

  • 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.

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

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