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 $9,580,000., 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).
Total Consideration. The definition of “Total Consideration” is amended and restated to read: “The total consideration paid and to be paid (which shall be deemed to include amounts paid or to be paid into escrow), directly or indirectly, regardless of how allocated or the form of consideration, to the Company or its security holders in connection with a Sale Transaction, including, without limitation: (i) cash; (ii) notes or debt (valued at face) or equity securities (which, if of the same class as securities which are publicly traded, shall be valued at the average of the last closing market price thereof on each of the five trading days prior to the closing of the Sale Transaction) and other property; (iii) the value of assumed, “cashed out” or substituted options, warrants or other rights to acquire capital stock (whether or not vested); (iv) any interest-bearing indebtedness, or capital lease obligations of the Company or others assumed by an acquiring party in an acquisition of assets or which remain outstanding at the time of the closing of the Sale Transaction in all other cases; (v) payments to be made in installments or otherwise deferred, including amounts held in escrow; (vi) contingent payments, related to future earnings or operations; (vii) any assets (whether cash, cash equivalents, securities or other property) of the Company which are paid in the form of dividends, capital distributions, partial or total liquidating distributions or otherwise to its security holders other than in the ordinary course of business; and (viii) any other form of consideration to be paid, including amounts over normal salaries, severance, salary continuances and executive retention programs, reimbursement for taxes, payments for non-competition agreements, confidentiality agreements, consulting agreements, license agreements and above market rentals. In the case of a recapitalization, Total Consideration includes the value of any capital stock of the Company or rights to acquire capital stock of the Company (whether or not vested) that roll over or otherwise remain outstanding following the Sale Transaction. The value of all non-cash consideration, other than consideration in the form of notes or debt, or equity securities, which are of a class which is publicly traded, shall be the fair market value thereof as mutually agreed by Executive and Company in writing, or if Executive and Company are unable to reach an agreement within 30 days after the closing of the Sale Transaction, as...
Total Consideration. “Total Consideration” is defined in Section 1.8(b) of the Agreement.
Total Consideration. Subject to the satisfaction of all Closing Conditions (as defined in Section 6.1.1), the total aggregate consideration paid for the Share in the Companies by the Purchaser in the Closing, payable or issuable (as the case may be) to the Sellers in the amounts set forth on Schedule B, shall be each and all of the following (collectively, the “Purchase Price”):
2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Closing.
2.1.2 Eighty-Two Million, One Hundred Forty One Thousand Eight Hundred and Fifty Seven (82,141,857) restricted shares of the Purchaser’s common stock, par value $0.00001 per share (the “Purchaser Common Stock” and the “Closing Common Stock”), valuing each share of Purchaser Common Stock at Three U.S. Dollars ($3.00) per Purchaser Common Stock share (the “Purchaser Share Value”) issuable at Closing.
2.1.3 One Thousand (1,000) shares of the Purchaser’s Series C preferred stock, par value $0.00001 per share (the “Purchaser Series C Preferred Stock”), convertible pursuant to its terms at a 1:1 ratio into 1,000 shares of the Purchaser Common Stock issuable at Closing. Collectively, the Closing Common Stock and the Purchaser Series C Preferred Stock are herein referred to as, the “Closing Shares.”
2.1.4 The additional sum of (i) Five Million Dollars (USD $5,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”) shall be paid and issued to the Sellers within five (5) Business Days following the Determination Date (hereafter defined) if (and only if) Purchaser has determined that each of the Post-Closing Payment Conditions (hereafter defined) have been satisfied, which Post-Closing Shares have an agreed aggregate value of Fifteen Million Dollars (USD $15,000,000). For purposes of the foregoing, the “Determination Date” means the date that is six (6) months after the Closing Date and the “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under this Agreement, any of the Transaction Documents, or any other agreement with Purchaser beyon...
Total Consideration. Subject to terms and conditions hereof, the consideration to be paid for the Equity Interest by the Purchaser shall be an aggregate of $6 million in cash less: (i)a NAV Adjustment as set out in Section 2.02(c) and (ii) all amounts outstanding on any loan facility, including, without limitation, the HSBC loan facility (the “Tranche 1 Consideration”) and an amount to be determined in accordance with Section 2.02(d) (the “Tranche 2 Consideration”). The aggregate of the Tranche 1 Consideration and the Tranche 2 Consideration shall be the “Total Consideration”. The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Sections 2.02(c) and 2.02(d). Notwithstanding anything else contained in this Agreement, in no event shall the Total Consideration in aggregate exceed $18 million.
Total Consideration. As consideration for all the Assets, Purchaser shall pay to Sellers the sum of Twenty-One Million One Hundred Twenty-Five Thousand Dollars ($21,125,000.00) (the “Asset Purchase Price”), subject to adjustment as provided in this Agreement. The aggregate consideration for the Assets is referred to as the “Total Consideration.”
Total Consideration. 9 3.1 Total Consideration............................................................................9 3.2 K-SCUs.........................................................................................9
Total Consideration. The “Total Consideration” to be paid by Purchaser for the Company Shares shall be equal to the sum of the Total Cash Consideration and the Total Earn-Out Consideration.
Total Consideration. The Parties agree that assuming the Non-Transferable Debt at Closing is USD 2.900.000,- (US Dollar two million nine hundred thousand) (including accrued interest), the total consideration (“Total Consideration”) payable by the Purchaser for the transfer of the Sale Shares and the assignment of the Transferable Shareholders Loan (including accrued interest) will be equal to USD 9.500.000,- (US Dollar nine million five hundred thousand) whereas if the Non-Transferable Debt of the Company at Closing is higher than USD 2.900.000,- (US Dollar two million nine hundred thousand) the Total Consideration will be decreased accordingly. For the purposes of the calculation of the Total Consideration the amount of the Non-transferable Debt shall be taken into account by using the HUF/USD medium foreign exchange rate of the Bank prevailing one Business Day before the Closing Date (“Exchange Rate”). For the avoidance of doubt it is agreed between the Parties that the amount of the Non-Transferable Debt and any repayment of shareholders loan in excess of the Permitted Repayment under Section 4.3 are the only factors which may result in the decreasing of the Total Consideration. The Total Consideration consists of two elements: cash consideration (“Cash Consideration”) and EuroWeb Shares (“Share Consideration”).
Total Consideration. The total consideration to be paid by Buyer to Seller for the Purchased Assets and the covenants of Seller in this Agreement shall be as follows (the "Purchase Price"):
(a) Payment by Buyer of the "Purchase Price" (as defined in this Agreement);
(b) Assumption by Buyer of the Assumed Liabilities (as defined in this Agreement).
