Transaction Consideration. The Transaction Consideration;
Transaction Consideration. In full consideration of the sale, assignment and transfer of the Purchased Assets and the assumption of the Assumed Liabilities and the execution and delivery by the parties hereto of this Agreement and the other Transaction Documents, as defined below, made in connection with the Transaction, the purchase price for the Purchased Assets shall be such number of shares of Parent Common Stock as is equal to the quotient, rounded to the nearest whole share (such rounded number of shares of Parent Common Stock, the “Parent Stock Amount”), obtained by dividing (i) the difference between (A) $49,000,000 (the “Purchase Consideration”) and (B) the amounts set forth on Schedule 2.6, all of which shall be paid by Buyer at the Closing (such difference, the “Adjusted Purchase Consideration”), divided by (ii) the Parent Stock Price. At the Closing, the Company shall deliver an updated Schedule 2.6 to the extent the amounts required to be set forth on Schedule 2.6 have changed since the date hereof. At the Closing, Buyer shall deliver or cause to be delivered to the Escrow Agent (as defined below) out of the Parent Stock Amount 1,285,715 shares of Parent Common Stock (the “Escrow Amount”), payable into the account designated therefor in the Escrow Agreement (as defined below). The Escrow Amount shall be held by the Escrow Agent in a separate account (the “Escrow Fund”) solely for purposes of the payment to Buyer in satisfaction of any indemnification or other claims of any Buyer Indemnified Party required by Article VIII. The Escrow Fund shall be governed by the terms of an escrow agreement to be entered into by and among Buyer, the Securityholders’ Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”). The Parent Stock Amount, less the Escrow Amount, shall be payable by Buyer to the Company on the Closing Date, by delivery of one or more stock certificates evidencing such shares of Parent Common Stock, or by delivery of such shares of Parent Common Stock in book entry form to be held as a book position in the name of the Company. The Sellers and the Stockholders shall not be entitled to receive any portion of the Escrow Amount unless and until it is distributed in accordance with the terms of the Escrow Agreement. Notwithstanding anything to the contrary herein, the parties to this Agreement acknowledge and agree that the shares of Parent Common Stock issuable in connection with ...
Transaction Consideration. The consideration to be paid to Seller for all of its Company Shares at the Closing shall be Seller’s pro rata portion of the cash consideration and Pubco Common Shares due to such Seller in accordance with Section 2.2 of Business Combination Agreement. A portion of the equity consideration equal to two and one-half percent (2.5%) of the total consideration that would otherwise be paid to all Sellers at the Closing (i) shall be reserved in escrow at and following the Closing pursuant to the Escrow Agreement, and (ii) following determination of any purchase price adjustments in accordance with Section 2.5 of the Business Combination Agreement and deductions from such escrow for any downward purchase price adjustments in accordance with the terms thereof, the remainder shall be released back to the Sellers in accordance with Sections 2.3 and 2.5 of the Business Combination Agreement.
Transaction Consideration. (a) The term “Transaction Consideration” means (i) the Closing Consideration paid pursuant to Section 3.1(b), plus (ii) any Purchaser Shares issued to Sellers pursuant to Section 3.3, plus (iii) the Seller Note Payment.
Transaction Consideration. On the Closing Date, Buyer shall deliver, or cause to be delivered, to Seller (i) the Cash Consideration in accordance with Section 3.1 herein; and (ii) a certificate representing the Shares.
Transaction Consideration. The “Transaction Consideration” will constitute a number of shares of the AQU Common Stock, par value $0.0001, calculated as follows: (EBITDA x 65) minus (Long Term Debt minus Cash) / 10.3, where EBITDA” means the Company’s 2013 standalone and adjusted earnings before interest, taxes, depreciation and amortization, as calculated based upon the audited Company Financial Statements for the year ended 2013; and
Transaction Consideration. In consideration of the representations, warranties, covenants and agreements set forth herein and in the Ancillary Documents, including the Series A Repurchase, the Company shall pay to each Investor the following amounts at the Series A Repurchase Closing for each share of such Investor’s Subject Shares:
(a) an amount in cash equal to $8.100 (the “Base Purchase Price”); provided, that the Base Purchase Price shall be adjusted to equal the arithmetic average of the daily volume-weighted average price of the Common Stock as reported in composite transactions for United States exchanges and quotation systems, for the fifteen (15) consecutive Trading Day period commencing on the first Trading Day after the public announcement of the execution of the Transaction Agreement (the “Company Average Price”); provided, further, that if the Company Average Price is greater than $8.500, then the Company Average Price shall be $8.500, and if the Company Average Price as so determined is less than $7.875, then the Company Average Price shall be $7.875 (as so adjusted, the “Adjusted Base Purchase Price”); and
(b) an amount equal to the per share amount of any dividends declared or otherwise paid or payable, and any other amounts paid upon the effectiveness of the Negotiated Conversion pursuant to the Amended Series A Certificate of Designations (including, for the avoidance of doubt, the 2023 Conversion Additional Payment Amount (as defined in the Amended Series A Certificate of Designations)), in respect of or on the shares of the Series A Preferred Stock during the period from the Series A Repurchase Closing to the effectiveness of the Negotiated Conversion at the time of the payment of such dividends (the “Additional Subject Share Dividends,” and together with the Adjusted Base Purchase Price, the “Transaction Consideration”). The Additional Subject Share Dividends shall be paid to each Investor in the same type of consideration as dividends are or will be paid to holders of Series A Preferred Stock.
Transaction Consideration. The Initial Transaction Consideration;
Transaction Consideration. [If Cash Purchase:
Transaction Consideration. The transaction consideration shall be an amount equal to the sum of (i) Thirty Five Million Dollars ($35,000,000) plus (ii) the excess of the Company’s cash over Indebtedness on the Closing Date or minus (iii) the excess of Indebtedness over the Company’s cash on the Closing Date (the “Transaction Consideration”). Three (3) Business Days prior to the Closing, the Seller shall have caused the Company to deliver to the Purchaser, in a form reasonably agreed upon by the Purchaser, a good faith calculation of the amount of the Transaction Consideration (the “Transaction Consideration Statement”). The Transaction Consideration shall be paid at the Closing by the Purchaser as follows:
