Examples of Base Consideration in a sentence
Seller shall not transfer or otherwise dispose of any of the Base Consideration Shares or Earnout Shares acquired hereunder or any interest therein in any manner that may cause Buyer to be in violation of the 1933 Act or any applicable state securities laws.
The aggregate consideration to be paid to holders of all other equity interests of the Company in, or in connection with, the Merger shall be the Aggregate Base Consideration plus, subject to the vesting and forfeiture conditions specified in Section 2.04, the Aggregate Earn-out Consideration.
Upon the terms and subject to the conditions set forth in this Agreement, the consideration for the sale, transfer, assignment, conveyance and delivery by the Sellers of the Purchased Assets to Purchaser Entities and their designees (the “Purchase Price”) shall be: (i) the Base Consideration (the “Closing Payment”) minus the Working Capital Adjustment and shall include (ii) the Purchaser Entities’ assumption of the Assumed Liabilities (as provided in Section 2.3(a)).