Cash and Stock Consideration Sample Clauses

Cash and Stock Consideration. 1 2.2 Adjustments to Consideration . . . . . . . . . . . . . 2 2.3 Closing Date Balance Sheet . . . . . . . . . . . . . . 2 2.4 Attorney-In-Fact; Return of Consideration. . . . . . . 4 2.5
Sample 1
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Cash and Stock Consideration. In consideration of the sale of the Shares, the Stockholders shall be entitled to receive, for each share sold hereunder:
Sample 1
Cash and Stock Consideration. (i) The aggregate consideration to ---------------------------- be paid in the form of cash and stock by Subco, to the Shareholders in exchange for the Shares and for the covenants not to compete set forth in Section 8.1 hereof shall be the aggregate amount of $4,800,000 comprised of (x) $1,600,000, less the $25,000 deposit paid prior to the Closing Date (the "Cash Consideration"); (y) that number of shares of the common stock of Parent (the "Parent Common Stock") equal to the quotient of $886,667 divided by the per share price of Parent Common Stock equal to the Negotiating Period Average Price; and (z) that number of shares of Parent Common Stock equal to the quotient of $2,313,333 divided by the per share price of Parent Common Stock equal to the Negotiating Period Average Price, ((y) and (z), collectively, the "Stock Consideration," which together with the Cash Consideration shall constitute the "Purchase Price"). For the purposes of this Section 1.2(a), the "Negotiating Period Average Price" shall mean $91.70. Each Shareholder shall be entitled to his or her share of the Cash Consideration and the Stock Consideration as set forth opposite his or her name in Appendix 1.2(a).
Sample 1
Cash and Stock Consideration. The overall purchase price to be paid by the Purchaser for the Shares as sold and purchased hereunder shall be an amount equal to EUR 5,025,000.00 (in words: five million twenty five thousand Euro) (the “Purchase Price”) which shall be comprised of and be paid as follows:
Sample 1
Cash and Stock Consideration. If a Seller is a holder of Ordinary Shares and has elected to receive the Ordinary Shares Cash and Stock Consideration, then each Seller Share that is an Ordinary Share beneficially owned by such Seller immediately prior to the Closing shall be exchanged for (I) a cash payment of US$1.42, (II) the right to receive, subject to Section 1.2 below, a deferred cash payment of either US$1.5008 (the “US$ Per Share Rate”) or AU$1.7352 (the “AU$ Per Share Rate”) and (III) 0.1060605 shares of Buyer Common Stock, provided that the aggregate number of shares of Buyer Common Stock received by such Seller shall be rounded down if such aggregate number would result in the issuance of a fractional share.
Sample 1
Cash and Stock Consideration. Subject to the other provisions of this Article III, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Company Dissenters’ Shares and Treasury Shares) shall, by virtue of the Merger, be converted into the right to receive, at the election of the holder thereof as provided in Section 3.03, either (i) cash (the “Cash Consideration”) in an amount equal to the Company Common Stock Value or (ii) a number of shares of Parent Common Stock (the “Stock Consideration”) equal to the Company Common Stock Value divided by the Parent Measuring Price (the Cash Consideration and the Stock Consideration, together, the “Merger Consideration”). The “Company Common Stock Value” as calculated immediately prior to the Effective Time by Parent shall mean an amount equal to (i) $150,000,000 divided by (ii) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time. A shareholder may elect to receive a combination of cash and Parent Common Stock in exchange for his or her shares of Company Common Stock; provided, however, that with respect to each individual share of Company Common Stock held, a shareholder must elect to receive either all cash or all Parent Common Stock.
Sample 1
Cash and Stock Consideration 
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Related to Cash and Stock Consideration

  • Stock Consideration 3 subsidiary...................................................................53

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • 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

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Transaction Consideration The Transaction Consideration;

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