Shares Consideration Sample Clauses

Shares Consideration. The total consideration payable for the Share Purchase (the “Shares Consideration”) shall be US$4,005,000, payable as provided in Clause 4.3. For the avoidance of doubt, the Shares Consideration shall not include that to be paid in respect of the transfer of ULIL Shares to the Purchaser as described in Recital (F) hereof.
Sample 1
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Shares Consideration. (a) The Purchaser Shares have been duly authorized, and upon consummation of the Transactions and the issuance of such Purchaser Shares pursuant to and in accordance with the terms hereof, will be validly issued, fully paid and non-assessable.
Sample 1
Shares Consideration. In exchange for the sale and delivery of the Shares in accordance with Section 2.1 (Purchase and Sale of the Shares), the Seller shall have the right to receive the following (collectively, as adjusted and finally determined in accordance with Section 2.8 (Post-Closing Adjustment), the “Consideration”): (a) the Closing Cash Consideration, as adjusted and finally determined in accordance with Section 2.8 (Post-Closing Adjustment), (b) the Closing Stock Consideration, (c) any portion of the Escrow Amounts that are ultimately released to the Seller pursuant to and in accordance with the terms of this Agreement and the Escrow Agreement, as applicable, and (d) any portion of the Earnout Amount(s) that are ultimately paid to the Seller pursuant to and in accordance with the terms of this Agreement and the Earnout Agreement.
Sample 1
Shares Consideration. 3.1 The overall consideration for the sale of the Sale Securities shall be the payment by the Purchaser to the Seller in accordance with the terms of this Agreement of US$ 150,000,000 (one hundred and fifty million United States dollars) (the “Shares Consideration”).
Sample 1

Related to Shares Consideration

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • 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.

  • 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.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Shares; Price The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price").

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