ACQUISITION AND CONSIDERATION Sample Clauses

ACQUISITION AND CONSIDERATION. 2.1 On the Completion Date Seller shall sell to Buyer and Buyer shall acquire from Seller the Preference Shares for the Consideration. The Preference Shares shall be sold with the full title and interest held by the Liquidator and with all rights attaching to them and available to the Liquidator at the Completion Date and subsequently. 2.2 The consideration payable for the Preference Shares shall be the payment to Seller by Buyer of £1,500,000 in cash ("Consideration") payable as to: 2.2.1 £500,000 on the Completion Date; 2.2.2 £500,000 six (6) months after the Completion Date ("First Deferred Payment"); and 2.2.3 £500,000 twelve (12) months after the Completion Date ("Second Deferred Payment"). Any Deferred Payments not paid when due shall bear interest at the rate of 10% per annum.

ACQUISITION AND CONSIDERATION. At the Effective Date (as defined in Section 1.3), the Acquiring Company shall acquire from the holders of the Target Common Stock shares of the Target Common Stock in exchange for shares of Series A Stock in a manner that constitutes a tax-free reorganization under the Code (the "Transaction") following the satisfaction or waiver, if permissible, of the conditions set forth in Articles 6 and 7. (a) There currently are 67,308,857 shares of Series A Stock outstanding. Immediately prior to the completion of the Transaction, the Acquiring Company will complete a 68:1 reverse stock split, resulting in approximately 989,836 shares of Series A Stock outstanding after the completion of the reverse stock split. (b) Subject to, and following the completion of the reverse stock split contemplated in Paragraph 1.1(a), the Acquiring Company will offer to issue shares of its Series A Stock to stockholders of the Target at an exchange ratio of .8034 shares of Acquiring Company for each share of the Target Common Stock owned by such stockholder (the "Per Share Consideration"), subject to adjustment as set forth in Section 3.7(a)(i), below. (c) Following the completion of this Transaction, the Acquiring Company will issue notes ("Acquiring Company Notes") to all of the holders of notes that previously had been issued by the Target ("Target Notes") and are in existence on the date of the Closing, as hereinafter defined. (d) As identified on Schedule 3.7C, certain outstanding Target Notes grant warrants to the noteholders ("Target Note Warrants"). Pursuant to the terms of the Target Note Warrants, the exercise price of the underlying warrant is dependent upon the offering price of a private investment in a public entity transaction ("PIPE"). Following the occurrence of the PIPE by the Acquiring Company and at the option of the noteholder, any Target Note Warrant may convert to an investment in the PIPE. The conversion rate is to be the same rate of the PIPE offering made by the Acquiring Company to accredited investors. Thus, upon electing to convert his or her Target Note Warrant to an investment in the PIPE, the noteholder will receive from the Acquiring Company warrants ("Acquiring Company Note Warrants") equal to the Target Note Warrants held by such noteholder with an exercise price equal to the PIPE offering price. The Acquiring Company Note Warrants will be exercisable for a period of one year after closing the PIPE transaction. (e) The Per Share Consideration payabl...

ACQUISITION AND CONSIDERATION. Concurrently with the execution and delivery of this LOI, Euronav has entered into an agreement and plan of merger (the “GNRT Agreement”) pursuant to which a subsidiary of Euronav will merge with and into Gener8 Maritime, Inc. (“GNRT”) and GNRT will become a wholly owned subsidiary of Euronav (such transaction, the “GNRT Transaction”). Subject to the terms and conditions set forth herein, Euronav agrees to sell, and Seaways agrees to purchase, directly or indirectly, all right, title and interest in and to all of the issued and outstanding shares of Gener8 Maritime Subsidiary VII Inc. (“HoldCo”), a corporation incorporated under the laws of the M▇▇▇▇▇▇▇ Islands, for the purchase price set forth on Exhibit A (the “Purchase Price”), net of assumed debt (such transaction, the “Acquisition”). Euronav represents and warrants that it has been advised by GNRT that HoldCo is the sole member of each of the M▇▇▇▇▇▇▇ Islands limited liability companies identified on Exhibit A (collectively, the “SPVs”), and each of the SPVs in turn holds title to the vessel listed next to its name on Exhibit A (each, a “Vessel”, and collectively, the “Vessels”) and that, to its knowledge, neither HoldCo nor any of the SPVs has, or has had, any material assets, liabilities or operations other than the Vessels and financing obligations relating thereto. The net Purchase Price shall be payable in cash at the closing of the Acquisitions (the “Closing”).

ACQUISITION AND CONSIDERATION. 6.1. In consideration for the acquisition, the Company shall cause the issuance of a total of five hundred thousand (500,000) common shares of the common stock of China Northern Medical Device, Inc., the parent corporation of the Company, to the Individual, which shares shall be issued on the execution of this Agreement and shall be subject to such restrictions as may be required by the requisite regulatory authorities (the “Consideration Shares”). 6.2. The Individual hereby assigns exclusive, perpetual, irrevocable, transferable, royalty free, worldwide ownership of the Individual’s Background IPR and Knowhow to the Company for the purposes of using it to the extent necessary or desirable to further develop and exploit the Individual’s Background IPR, and to create, develop and exploit the Foreground IPR. 6.3. The Individual shall, to the extent he has not already done so, disclose all of the Individual’s Background IPR to the Company and deliver all Documentation to the Company. 6.4. If, following the Commencement Date, the Individual undertakes any research and development work based on or relating to the Individual’s Background IPR and IPR is created or arises as a result of such research and development work ("New Individual 6.5. IPR") then from the date of its creation, such New Individual IPR shall form part of Individual’s Background IPR and shall be the Company’s exclusive property pursuant to Clause 6.1. The Individual shall disclose all such New Individual IPR to the Company promptly after its creation or arising. 6.6. The Individual shall, at the request and expense of the Company, promptly execute any further document and perform any further action which may be reasonably required by the Company to provide the full benefit of this Clause 6 to the Company and to give full effect to the intention of the Parties to this Agreement.

ACQUISITION AND CONSIDERATION. 6.1. In consideration for the acquisition, the Company shall cause the issuance of: (i) a total of five hundred thousand (500,000) common shares the common stock of HCi VioCare the parent corporation of the Company, to the Individual, which shares shall be issued on the execution of this Agreement and shall be subject to such restrictions as may be required by the requisite regulatory authorities (the "Consideration Shares"); (ii) a total of five hundred thousand (500, 000) common shares the common stock of HCi VioCare, the parent corporation of the Company, to the Individual, which shares shall be issued for each and every New Version of the technology (the "Additional Consideration Shares");

ACQUISITION AND CONSIDERATION. 2.1 Subject to the provisions of this Agreement, each of the Selling Shareholders hereby agrees to sell to the Purchaser the number of Sale Shares set out adjacent to such Selling Shareholder’s name in Part C of Schedule IV (Share Transfer Details) (“First Closing Sale Shares”) constituting seventy-four percent (74%) of all outstanding Shares of the Company, and the Purchaser hereby agrees to purchase from each of the Selling Shareholders, the First Closing Sale Shares free and clear from all Encumbrances, and with all rights, title and interests attached or accruing to them with effect from the First Closing Date.

ACQUISITION AND CONSIDERATION