Base Consideration Sample Clauses
The Base Consideration clause defines the fundamental amount or value that forms the basis of a transaction or agreement. It typically specifies the initial payment, fee, or compensation to be provided in exchange for goods, services, or rights, and may outline how this amount is calculated or adjusted. By clearly establishing the starting point for financial obligations, this clause ensures both parties understand the minimum commitment involved and helps prevent disputes over payment expectations.
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Base Consideration. WEB will disburse the Base Consideration indicated below in respect of each Reporting Period indicated below if, and only if, the Company Business has produced Gross Billings and EBITDA greater than or equal to the minimum ▇▇▇▇▇▇▇▇ds set forth below with respect to such Reporting Period (with such minimum threshold Gross Billings being the "Minimum Base Case Billings" and such minimu▇ threshold EBITDA being the "Mi▇▇▇▇▇ ▇▇se Case EBITDA"): [***] - CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED WITH BRACKETS ("[***]"). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
1. REPORTING 2. MINIMUM BASE 3. MINIMUM BASE CASE 4. BASE CONSIDERATION PERIOD CASE BILLINGS EBITDA ------------------------------- UNRESTRICTED CASH SHARES ------------------------------- May 2006 [***] [***] of Gross Billings $194,444 0 June 2006 [***] [***] of Gross Billings $194,444 0 Q2 2006* [***] [***] of Gross Billings $▇ 69,450 July 2006 [***] [***] of Gross Billings $194,444 0 August 2006 [***] [***] of Gross Billings $194,444 0 Sept. 2006 [***] [***] of Gross Billings $194,444 0 Q3 2006 [***] [***] of Gross Billings $0 69,450 Oct. 2006 [***] [***] of Gross Billings $200,926 0 Nov. 2006 [***] [***] of Gross Billings $200,926 0 Dec. 2006 [***] [***] of Gross Billings $200,926 0 Q4 2006 [***] [***] of Gross Billings $0 86,110 Q1 2007 [***] [***] of Gross Billings $602,777 86,110 Q2 2007 [***] [***] of Gross Billings $602,777 86,110 Q3 2007 [***] [***] of Gross Billings $602,777 86,110 Q4 2007 [***] [***] of Gross Billings $602,777 86,110 Q1 2008 [***] [***] of Gross Billings $602,777 86,110 Q2 2008 [***] [***] of Gross Billings $602,777 86,110 Q3 2008 [***] [***] of Gross Billings $602,777 86,110 Q4 2008 [***] [***] of Gross Billings $602,777 86,110 Q1 2009 [***] [***] of Gross Billings $602,777 86,110 ---------- --------- TOTALS $7,000,000 1,000,000 ____________________________________________________________________________________________________ *Q2 2006 results will consist of financial results for Merger Sub for April, May and June 2006, including financial results for Company for periods preceding the Agreement Date. For purposes of this Section, the following capitalized terms have the meanings provided below: [***] - CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED WITH BRACKETS ("[***]"). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITI...
Base Consideration. 1.02(i) Buyer ...................................................
Base Consideration. The base consideration (the "Base Consideration") for all of the Company Common Stock shall be THREE HUNDRED TWENTY MILLION, FIVE HUNDRED THOUSAND DOLLARS ($320,500,000.00). The Base Consideration shall be payable as follows: (i) THREE HUNDRED TWO MILLION, FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($302,500,000.00) in cash (the "Cash Portion"), plus or minus the adjustments provided for in Section 2.2(b), and (ii) 10,055,866 shares of Purchaser's common stock, par value $0.001 per share (the "Consideration Shares"), having a value equal to EIGHTEEN MILLION AND NO/100 DOLLARS ($18,000,000.00). The Base Consideration, plus or minus the adjustments to the Cash Portion provided for in Section 2.2(b), shall be referred to herein as the "Adjusted Consideration."
Base Consideration. Buyer shall deliver (i) the Base Consideration (ii) plus the Payment in Lieu of Assumption, if any, (iii) less the General Indemnification Escrow Amount, and (iv) less the Reserved Liability Escrow Amount, to the Seller and deposit the General Indemnification Escrow Amount and the Reserved Liability Escrow Amount with the Escrow Agent, as provided in Article I.
Base Consideration. In exchange for the acquisition by Buyer of all outstanding capital stock of the Company, par value $0.001 per share, and any shares that are currently represented by options that become issued and outstanding prior to Closing ("Company Capital Stock"), and the assumption by Buyer of all outstanding Company Options as provided in Section 1.2(e), Buyer shall (i) pay to the Stockholders cash of $10,000 (the "Cash Amount"), (ii) issue shares of common stock of Buyer, par value $.0001 per share ("Buyer Common Stock"), and (iii) pay cash as described in Section 1.2(h), such consideration having an aggregate value of $30,290,000 (the "Base Consideration").
Base Consideration. The Department shall pay to the Authority in arrears, without demand and with abatement, reduction, set-off or deduction (except as expressly set forth herein), on the first day of each calendar month during the term of this Agreement the sums set forth in the Schedule of Base Consideration attached hereto and made a part hereof as Exhibit B. Notwithstanding the foregoing, all payments of Base Consideration hereunder which correspond to an “Interest Payment Date” (as defined in the Indenture) shall be paid on the fifth (5th) calendar day prior to an Interest Payment Date.
Base Consideration. 3.2.1 The Base Consideration will be calculated in accordance with the following formula (subject to a limitation on the maximum amount of EUR 660,000,000):
Base Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
(a) Each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to the provisions of Section 1.5(b) and Section 1.10) (i) such number of shares of Buyer Common Stock as is equal to the result obtained by dividing (x) 563,151 by (y) the number of outstanding Company Shares immediately prior to the Effective Time and (ii) such cash amount as is equal to the result obtained by dividing (x) $2,854,000 (subject to adjustment as set forth in Section 4.8) (the “Cash Consideration”) by (y) the number of outstanding Company Shares immediately prior to the Effective Time.
(b) Company Stockholders shall be entitled to receive as of the Closing 385,417 shares of Buyer Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Initial Shares”); 177,734 shares of Buyer Common Stock (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.10 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. Company Stockholders shall be entitled to receive as of the Closing 91.24036% of the Cash Consideration issuable pursuant to Section 1.5(a); the remaining 8.75964% of the Cash Consideration shall be deposited in escrow pursuant to Section 1.10 and shall be held and disposed of in accordance with the terms of the Tax Escrow Agreement (the “Escrow Cash”).
(c) Each Company Share held in the Company’s treasury immediately prior to the Effective Time and each Company Share owned beneficially by the Buyer or the Transitory Subsidiary shall be cancelled and retired without payment of any consideration therefor.
(d) Each share of common stock, $.01 par value per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $.01 par value per share, of the Surviving Corporation.
Base Consideration. The consideration to be paid to the Faircom Stockholders in the Merger before adjustments as provided in paragraph 13(b) below (the "Base Consideration") shall be Preferred Stock in an aggregate liquidation preference amount of Thirty-One Million One Hundred Sixty-Two Thousand Dollars ($31,162,000); provided, however, that in the event the acquisition of the Shelby Station has closed prior to the Closing Date, the Base Consideration will be increased by an amount equal to 10.6 times the Shelby Station Pro Forma Broadcast Cash Flow less the purchase price of the Shelby Station. In the event the acquisition of the Shelby Station does not occur prior to the Closing for reasons beyond Faircom's control, but the Net Working Capital of Faircom plus such available funds as Faircom can readily borrow under its existing senior credit facility (as certified in writing by its senior lender) is sufficient at Closing to fully finance such acquisition, the Base Consideration will be increased as provided in the immediately preceding sentence and the Net Working Capital of Faircom shall be reduced by the purchase price of the Shelby Station and any financing costs that would be incurred as if the closing of such acquisition had taken
Base Consideration. At the Closing, each of the Contributors shall receive a number of OP Units equal to such Contributor’s aggregate total value set forth on Exhibit A hereto (the “Contributor’s Formation Transaction Value”) divided by the IPO Price.