Amount of Consideration. If the Company shall issue or sell any shares of Common Stock or Common Stock Equivalents or any rights or options to purchase any shares of Common Stock or Common Stock Equivalents for cash, then the consideration received therefor shall be deemed to be the amount of cash received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. If the Company shall issue or sell any shares of Common Stock or Common Stock Equivalents or any rights or options to purchase any Common Stock or Common Stock Equivalents for any consideration other than cash, then the amount of such non-cash consideration received by the Company shall be deemed to be the Fair Market Value of such non-cash consideration, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith, as such Fair Market Value shall determined in good faith by a majority of the Board of Directors; provided, however, that in the case of any such issuance or sale to an Affiliate of the Company, such Fair Market Value shall be determined by a nationally recognized investment banking firm chosen by the Board of Directors with the consent of a majority of the Board of Directors.
Amount of Consideration. In consideration for the contribution, assignment, transfer and conveyance of the Seaniemac Equity Interest to CSC by RDRD pursuant to section 1.1, CSC shall issue, pay and deliver, at the Closing (as such capitalized term is defined in section 7.1), such number of shares (each, an “Exchange Share”) of the common stock, par value $0.001 per share (the “CSC Common Stock”), of CSC as shall equal 95% of the total number of shares of CSC Common Stock outstanding, on a Fully Diluted Basis (as such capitalized term is defined in section 2.2), immediately after the consummation of the Exchange Transaction (rounded to the next whole Exchange Share in the event that, but for this proviso, the Exchange Ratio results in CSC being obligated to issue to RDRD a fractional Exchange Share).
Amount of Consideration. Upon satisfying the following conditions:
Amount of Consideration. In consideration for the sale, assignment, transfer and conveyance of the X-ceed Shares to Buyer from Seller pursuant to Paragraph 1.1. above, Buyer shall issue, pay and deliver, at the Closing (as hereinafter defined), an aggregate of 930 shares (the "SPCH Shares") of the Class A 14% Cumulative Non-Convertible Redeemable Preferred Stock, Series A, par value $.001 per share (the "SPCH Preferred Stock"), of Buyer.
Amount of Consideration. The total purchase price to be paid by Buyer to Seller in consideration of the Properties (the “Purchase Price”) shall be $14,012,500, being the product of $4,750.00 times 2,950 Net Mineral Acres in the Eligible Leases conveyed to Buyer at Closing, as further described in Exhibit A. For the purpose of the multiplication to be performed in the above calculations, partial Net Mineral Acres shall be expressed as the decimal percentage of a full Net Mineral Acre they represent.
Amount of Consideration. The aggregate consideration payable by Buyer to all of the Selling Members for the Interests shall be equal to the sum of the Closing Purchase Price and the Earn-Out Payments, if any (the “Total Purchase Price”).
Amount of Consideration. Subject to adjustment as provided in Section 2.2, the purchase price (the "Purchase Price") for the Purchased Assets to be purchased by Buyer, shall be:
Amount of Consideration. The value of the consideration to be paid by the Buyer will be calculated as (a) 1.5 times the Company’s revenue over the Company’s immediately preceding twelve completed calendar months prior to the execution of the Acquisition Agreement, and (b) plus or minus, as applicable, the amount by which the net working capital of the Company at closing differs from the Target Working Capital (the “Purchase Price”). The Purchase Price remains subject to change upon further due diligence, audit, and/or regulatory reviews. Form of Consideration The Purchase Price shall be paid by the Buyer in the form of shares of common stock of the Buyer (the “Share Consideration”), except for adjustments as set forth below with respect to Assumed Indebtedness and Specified JK Debt. The Share Consideration that shall be issued by the Buyer shall be calculated based on a per-share price of Buyer’s common stock equal to $10.00 per share. Assumed Indebtedness Buyer and the Company intend to use commercially reasonable efforts to effect an assumption by Buyer (or its designated affiliate) of certain debt obligations of the Company, including the Xxxxx Fargo Revolving Loan, City National Bank Revolving Loan, FC Marketplace, LLC term loan and the “Friends and Family” Bridge Loan, and of two City National Bank SBA Loans (the “Assumed Debt Obligations”), on the existing terms thereof. The parties will use reasonable efforts to obtain required lender approvals for such assumption of the Assumed Debt Obligations (including the SBA Loans); however, in the event any of the Assumed Debt Obligations are required to be repaid in cash, or an applicable lender requires repayment, refinancing or amendment to the terms thereof in a manner adverse to the Buyer, the Buyer may elect to repay such amounts in cash and apply the amount of such payments toward the Purchase Price, with a corresponding reduction in the amount of Share Consideration. Repayment by the Buyer shall be in the Buyer’s sole discretion. The aggregate amount of the Assumed Debt Obligations, including any transaction costs related thereto and any portion thereof repaid in cash by the Buyer pursuant to the foregoing, shall be applied toward the Purchase Price and reduce the portion of the Purchase Price payable as Share Consideration. Specified JK Debt Buyer and the Company agree that the Company may incur aggregate indebtedness up to $150,000 in favor of Xxxx Xxxxxx and/or Xxxxx Xxxxx (the “Borrowers”) pursuant to a cash loan made fro...
Amount of Consideration. The total purchase price to be paid by Buyer to Seller in consideration of the Properties (the “Purchase Price”) shall be RMB 40,301,417.73, to be paid in installments as provided in Section 3.2 below.The total number of installed TripEasy Kiosks comprising the Properties up to now is 1523 units with original consideration of RMB 45,093,139. Excluding the accumulative depreciation of RMB 6,902,069.97, the net value should be RMB 38,191,069.03. Given that Sellerpreviously paid an advance for the lease of the kiosks in the amount of RMB 2,110,348.70, Buyer should pay the total amount of RMB 40,301,417.73. The exact payment terms and payment duration should be negotiated between the Buyer and the Seller as provided in Section 3.2 below.
Amount of Consideration it is agreed by the Parties that the Consideration of the Purchased Assets in Article 2.1 hereof is determined by referring to the book value of the Purchased Assets as of August 31, 2010. The Parties agree after negotiations that Shenzhen Subsidiary will pay RMB 200,000 to Party B as the Consideration for the Purchased Assets.
