The Exchange Consideration Sample Clauses

The Exchange Consideration. (a) Subject to Section 2.5, the consideration for the Exchange shall consist of, at the Exchangor’s sole option, any one or any combination of (i) cash and/or (ii) freely tradable (subject to Permitted Liens) and marketable shares of Exchangor Stock, in any case with an aggregate value that, subject to Section 2.3(b), is equal to the USD Final Value of the Exchange Shares (the “Exchange Consideration”). Any cash portion of the Exchange Consideration shall be paid in Reais in accordance with Section 2.6. Exchangor shall give Globo written notice of its determination hereunder no later than five Business Days after receipt of the Exchange Notice, provided that Exchangor may, if Exchangor had previously determined that all or part of the Exchange Consideration would consist of Exchangor Stock, on or prior to the second Business Day prior to the reasonably anticipated Exchange Closing Date, provide Globo written notice that the Exchange Consideration shall instead consist solely of cash. To the extent that the Exchange Consideration is comprised of Exchangor Stock, the price per share of the Exchangor Stock shall be equal to the Weighted Average Price of the Exchangor Stock. (b) If the Exchange Triggering Event that permitted the delivery of an Exchange Notice was the satisfaction or waiver of conditions to the exercise of the Exchange Rights pursuant to the proviso set forth in Section 1.4(c)(iii) of the Participation Agreement, then notwithstanding Section 2.3(a), the Exchange Consideration for the related Exchange shall have an aggregate value that is equal to ninety percent (90%) of the UDS Final Value of the Exchange Shares.
Sample 1
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The Exchange Consideration. The exchange consideration shall be: (i) FIVE HUNDRED SIXTY MILLION DOLLARS ($560,000,000); (ii) minus, the payoff balance of principal (including the current maturities of (A) and (B) below and any prepayment premium of TBG's 9% Senior Subordinated Notes Due 2003, but excluding accrued interest) at the Closing Date of (A) Indebtedness for Borrowed Money, (B) Capital Leases, and 8 (C) obligations of TBG under the 2 loyalty payments (the "Loyalty Payments") described on Exhibit B, with the amount of such obligations being computed pursuant to that exhibit; and (iii) plus or minus, as the case may be, 50% of the amount by which the sum of the consolidated working capital of CCBG and of the consolidated working capital of TBG at the Closing Date, as determined in accordance with generally accepted accounting principles applicable to the preparation of year-end statements ("GAAP") consistent with past practices (to the extent consistent with GAAP) or as otherwise provided in Exhibit C (the "TBG Adjusted Consolidated Working Capital"), is more or less than $21,531,450.
Sample 1
The Exchange Consideration. Upon each delivery to Rxxxxxxxx of stock certificates representing the shares constituting the Exchange Consideration, all such shares will have been validly issued, fully paid, nonassessable, and free and clear of all Liens and restrictions, other than Liens created by Rxxxxxxxx and restrictions on transfer imposed by this Agreement and the Securities Act.
Sample 1
The Exchange Consideration 
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Related to The Exchange Consideration

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

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

  • 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.

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

  • The Share Exchange 1.1 Purchase and Sale of Shares 1 1.2 Consideration 1 1.3 Company Shareholder Consent 2

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

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