2Closing Consideration Clause Samples
2Closing Consideration. The aggregate closing consideration (the “Closing Consideration”) to be paid by Purchaser for all of the Shares shall be (a) 211,383 shares of Purchaser Common Stock (“Purchaser Common Stock Payment Shares”), which shares shall represent a number of shares equal to no more than 19.99% of the outstanding shares of Purchaser Common Stock as of immediately before the Effective Time, and (b) 2,108.3854 shares of Purchaser Convertible Preferred Stock (“
2Closing Consideration. The consideration delivered at the Closing --------------------- (the "Closing Consideration") shall consist of (i) the allotment of the --------------------- Consideration Shares in the manner set forth in Section 2.5 hereof; (ii) such sum, in U.S. dollars, which, when added to the cash proceeds of the Placing (as defined in Section 14.1) paid to the Seller in accordance with Section 2.5(b) hereof, equals $32,500,000; (iii) Pounds 3,773,585, in pounds sterling; (iv) the LCRC Shares; and (v) the assumption by the Buyer of the Assumed Liabilities. Subject to the terms and conditions of this Agreement, those portions of the Closing Consideration payable in cash shall be payable by wire transfer of immediately available funds on the Closing Date.
2Closing Consideration. In consideration of the sale, transfer, conveyance, assignment and delivery of the Transferred Assets to Purchaser and Seller’s other covenants and obligations hereunder, at the Closing, upon the terms and subject to the conditions hereof, Purchaser shall (a) pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller by delivery of written notice thereof to Purchaser at least two (2) Business Days prior to the Closing, an aggregate amount equal to $5,500,000 (the “Closing Payment”), (b) issue to each stockholder of Seller, the right to receive one (1) contractual contingent value right (each, a “CVR”) for each outstanding Share held by such stockholder as of the CVR Record Date, each representing the right to receive contingent payments in cash, without interest, upon the achievement of each Milestone during the CVR Term as set forth in, and subject to the terms and conditions of, the CVR Agreement, and (c) assume the Assumed Liabilities (collectively, the “Closing Consideration”). 2.3Closing.