Acquisition Consideration. As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.
Acquisition Consideration. (a) The acquisition consideration to be paid by Kite Realty for the LLC Interest (the “Acquisition Consideration”) pursuant to an exercise of the Option under Section 2.1 shall be equal to the lesser of (i) Annualized NOI divided by 8.5%, less the Project Indebtedness, multiplied by the Percentage Interest or (ii) the product of (x) the fair market value of the Property (“FMV”) at the time, as determined in accordance with this Section 3.1, less the Project Indebtedness, multiplied by (y) the Percentage Interest. “
Acquisition Consideration. (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of
Acquisition Consideration. The consideration for the Premises shall be the assumption and/or payoff of the Promissory Note and other debt obligations of the Loan Documents by Tenant.
Acquisition Consideration. The assumption of obligations set forth in the Loan Documents (subject to the prohibition on any further loan advances or modifications following the Effective Date) and payoff of the Promissory Note, Mortgage and Loan Document obligations by Tenant.
Acquisition Consideration. The consideration (the "ACQUISITION CONSIDERATION") to be received by the Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount of cash equal to $352,500.
Acquisition Consideration. As consideration for the purchase of the Shares, Monaco and Buyer shall take the following actions:
Acquisition Consideration. 2.3.1 The aggregate Acquisition Consideration for the Purchased Assets, subject to any additional amounts that may be payable pursuant to Section 2.11, shall be (U.S.) $[REDACTED] which amount, less the full EBITDA Payment Amount (i.e., $[REDACTED]), shall be paid to the Seller at the Closing in immediately available federal funds, to the account hereby designated by the Seller (including the wiring instructions therefor) as set forth on Schedule 2.3.1.
Acquisition Consideration. BidCo hereby covenants that, in accordance with the terms and conditions of the Scheme: (i) on or prior to the Effective Date, BidCo shall deposit, or shall cause to be deposited, with the Receiving Agent (as defined below) for the benefit of the Company Shareholders a cash amount in immediately available funds equal to $39.00 in cash per share subject to the Scheme (being all Company Shares minus the Excluded Shares) (the "Consideration"); provided that, subject to approval of the Court, BidCo and the Company shall work together to utilize available cash of the Company and its subsidiaries to fund a portion of the Consideration to be deposited with the Receiving Agent; and (ii) after the Effective Date, BidCo shall cause, subject to and in accordance with Section 2.2, the payment by the Company of all amounts payable to holders of awards pursuant to Section 2.2 (the amounts set forth in the foregoing clauses (i) and (ii) together, in the aggregate, the "Cash Consideration").
Acquisition Consideration. (a) The acquisition consideration to be paid by the Operating Partnership for the Property (the “Acquisition Consideration”) pursuant to an exercise of the Option under Section 2.1 shall be the “Fair Market Value” (as defined below) of the Property. The term “
