Common use of Consideration; Closing Clause in Contracts

Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board and as set forth in the Company Notice. If the Company, the Series A-1 Holder or the Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company, Series A-1 Holder or the Investor may pay the cash value equivalent thereof, as determined in good faith by the Board and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company, Series A-1 Holder and/or the Investor shall take place, and all payments from the Company, Series A-1 Holder and/or the Investor shall have been delivered to the Majority Common Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Majority Common Holder Transfer; and (ii) fifty-five (55) days after delivery of the Proposed Transfer Notice.

Appears in 2 contracts

Sources: Series a 2 Preferred Stock Purchase Agreement (Newsmax Inc.), Series a 2 Preferred Stock Purchase Agreement (Newsmax Inc.)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors (the “Board”) and as set forth in the Company Notice. If the Company, the Any Series A-1 A Holder or the Investor cannot may for any reason elect not to pay for the Transfer Stock in the same form of non-cash consideration, the Company, and instead such Series A-1 A Holder or the Investor may pay the cash value equivalent thereof, as determined in good faith by the Board and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company, Series A-1 Holder and/or the Investor A Holders shall take place, and all payments from the Company, Series A-1 Holder and/or the Investor A Holders shall have been be delivered to the Majority Common selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Majority Common Holder Transfer; Transfer and (ii) fiftyforty-five (5545) days after delivery of the Proposed Transfer Notice.

Appears in 1 contract

Sources: Stockholders’ Agreement (Histogenics Corp)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors and as set forth in the Company Notice. If the Company, the Series A-1 any Investor or any Common Holder or the Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company, Series A-1 such Investor or such Common Holder or the Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company, Series A-1 Holder and/or the Investor Investors and the Common Holders, as applicable, shall take place, and all payments from the Company, Series A-1 Holder and/or the Investor Investors and the Common Holders, as applicable, shall have been delivered to the Majority selling Common Holder, Holder or selling Non-Lead Investor by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Majority Common Holder Transfer; Transfer and (ii) fifty-five seventy (5570) days after delivery of the Proposed Transfer Notice.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Rules-Based Medicine Inc)