Common use of Consideration; Closing Clause in Contracts

Consideration; Closing. If the consideration proposed to be paid for the Shares 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 and reasonably substantiated in the Corporation Notice. If the Corporation or any Major Stockholder for any reason cannot or does not wish to pay for the Shares in the same form of non-cash consideration, the Corporation or such Major Stockholder may pay the cash value equivalent thereof, as determined in good faith by the Board and as set forth and reasonably substantiated in the Corporation Notice. The closing of the purchase of Shares by the Corporation and the Major Stockholders shall take place, and all payments from the Corporation and the Major Stockholders shall have been delivered to the Selling Stockholder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Stockholder Transfer and (ii) (x) in the case of a Proposed Transfer Notice delivered by a Selling AHG Stockholder, forty five (45) days after delivery of the Proposed Transfer Notice and (y) in the case of a Proposed Transfer Notice delivered by a Selling Non-AHG Stockholder, thirty (30) days after delivery of the Proposed Transfer Notice. In connection with the purchase and sale of such Shares pursuant to this Section 6.1, (A) each Stockholder shall only be required to make customary fundamental representations and warranties solely related to such Stockholder’s (1) corporate (or similar other organizational) power, if applicable, to sell its Shares, (2) due execution of the applicable purchase agreement, (3) organization and good standing (if applicable), (4) good and valid title and ownership of the applicable Shares held by such Stockholder, free and clear of liens, security interests and other encumbrances (other than those imposed by securities laws generally or this Agreement), (5) corporate (or similar other organizational) power and authority, if applicable, to enter into the applicable purchase agreement and to consummate the closing of the sale of the Shares, and (6) non-contravention by such Stockholder of its organizational documents (if applicable) and applicable law; (B) the closing shall not be subject to any conditions, except for (1) customary closing conditions with respect to the (x) accuracy of the other party’s representations and warranties in all material respects and (y) performance of the other party’s pre-closing covenants in all material respects and (2) the receipt of any regulatory approvals required by applicable law as a condition to such closing; and (C) the foregoing fundamental representations and warranties shall survive such closing until the applicable statute of limitations has run and none of the pre-closing covenants shall survive such closing, no party shall be required to provide any indemnification or agree to any restrictive covenants and there shall be no limitation on any party’s right to specific performance in the event of any other party’s breach.

Consideration; Closing. (a) If the consideration proposed to be paid for the Shares is in propertyMercer timely delivers an Exercise Notice, services or other non-cash consideration, the fair market value of the consideration it shall be as determined in good faith by irrevocably bound to purchase the Board and as shares set forth and reasonably substantiated in the Corporation Notice. If Proposed Transfer Notice on the Corporation or any Major Stockholder for any reason cannot or does not wish terms and subject to pay for the Shares in the same form of non-cash consideration, the Corporation or such Major Stockholder may pay the cash value equivalent thereof, as determined in good faith by the Board and as conditions set forth herein and reasonably substantiated in the Corporation Noticetherein. The closing of the purchase of Shares Transfer Stock by the Corporation and the Major Stockholders Mercer shall take place, and all payments from the Corporation and the Major Stockholders Mercer shall have been delivered to the Selling Stockholderapplicable Key Holder or Investor, by as the later of case may be, (i) no later than thirty (30) calendar days after the date specified in delivery of the Exercise Notice with respect to the Proposed Transfer Notice as the intended date of the that is a Proposed Stockholder Registered Transfer and or (ii) no later than sixty (x60) in the case of a Proposed Transfer Notice delivered by a Selling AHG Stockholder, forty five (45) calendar days after delivery of the Exercise Notice with respect to the Proposed Transfer Notice and that is a Proposed Unregistered Transfer (yprovided that such sixty (60) calendar day period shall be automatically extended in the case event that the proposed purchase is delayed due to regulatory review, until five (5) calendar days after the completion of a Proposed Transfer Notice delivered by a Selling Non-AHG Stockholdersuch review, thirty but in no event later than one hundred twenty (30120) calendar days after delivery of the Proposed Transfer Notice. In connection with the purchase and sale of such Shares pursuant to this Section 6.1, (A) each Stockholder shall only be required to make customary fundamental representations and warranties solely related to such Stockholder’s (1) corporate (or similar other organizational) power, if applicable, to sell its Shares, (2) due execution of the applicable purchase agreement, (3) organization and good standing (if applicable), (4) good and valid title and ownership of the applicable Shares held by such Stockholder, free and clear of liens, security interests and other encumbrances (other than those imposed by securities laws generally or this Agreement), (5) corporate (or similar other organizational) power and authority, if applicable, to enter into the applicable purchase agreement and to consummate the closing of the sale of the Shares, and (6) non-contravention by such Stockholder of its organizational documents (if applicable) and applicable law; (B) the closing shall not be subject to any conditions, except for (1) customary closing conditions Exercise Notice with respect to the Proposed Transfer). (xb) accuracy of Notwithstanding anything to the other party’s representations and warranties contrary herein, in all material respects and (y) performance of the other party’s pre-closing covenants in all material respects and (2) the receipt of connection with any regulatory approvals required sale by applicable law as a condition any Investor or Key Holder to Mercer pursuant to this Agreement, such closing; and (C) the foregoing fundamental representations and warranties shall survive such closing until the applicable statute of limitations has run and none of the pre-closing covenants shall survive such closing, no party Investor or Key Holder shall be required to provide customary representations, warranties and indemnities to Mercer only concerning such Investor’s or Key Holder’s power and authority to enter into the sale agreement, its title to the shares of Common Stock sold in such sale, the absence of any indemnification material consents required in connection with such sale, the absence of any contravention of law in connection with such sale, and that its holding of the Transfer Stock and that its receipt of the purchase price does not violate anti-money laundering, sanctions or agree similar laws (and shall not include representations, warranties and indemnities relating to the business of the Company) even if such Investor or Key Holder proposes to make additional or different representations, warranties and indemnities to a third party purchaser. In addition, in connection with any restrictive covenants and there sale by the Investors or Key Holders to Mercer pursuant to this Agreement, the Company shall be no limitation on any party’s right required to specific performance in use commercially reasonable efforts to assist Mercer and the event of any other party’s breachapplicable Investor or Key Holder to consummate such sale.

Consideration; Closing. If Notwithstanding anything herein to the contrary, in connection with any exercise by the applicable ROFR Purchaser of the right to purchase any Subject Securities with respect to an Unregistered Transfer under this Section 2.1, (x) irrespective of whether the consideration proposed to be paid for the Shares Subject Securities in such Unregistered Transfer is in propertythe form of cash, services securities, property or other assets or any combination thereof, such ROFR Purchaser shall pay the purchase price for such Subject Securities in an amount in cash in U.S. dollars equal to the Fair Market Value of such consideration determined as of the date of the Transfer Notice, (y) the ROFR Purchaser shall be entitled to the same terms and conditions as those offered to the Prospective Transferee and set forth in the Transfer Notice, except that in addition to any representations of warranties made by the applicable Specified Holder to the Prospective Transferee, such Specified Holder shall make the representations and warranties set forth on Exhibit A hereto to the ROFR Purchaser in the purchase agreement or other applicable agreement with respect to the purchase of Subject Securities by such ROFR Purchaser, which representations and warranties shall survive until the expiration of the applicable statute of limitations with respect thereto, and (z) notwithstanding the terms and conditions set forth in the Transfer Notice in respect of such Unregistered Transfer, none of the Investor, its designees and permitted transferees and assigns, the Company and/or any of their respective Affiliates and/or representatives (each, a “ROFR Purchaser Related Person”) shall be required to agree to, or be subject to, any non-cash considerationcompetition, the fair market value of the consideration shall be as determined in good faith by the Board and as set forth and reasonably substantiated in the Corporation Notice. If the Corporation or any Major Stockholder for any reason cannot or does not wish to pay for the Shares in the same form of non-cash considerationsolicitation, the Corporation lock-up or other restrictive covenants of any kind with respect to such Major Stockholder may pay the cash value equivalent thereof, as determined in good faith by the Board and as set forth and reasonably substantiated in the Corporation NoticeROFR Purchaser Related Person. The closing of the purchase of Shares Subject Securities by the Corporation and the Major Stockholders ROFR Purchaser shall take place, and all payments to the selling Specified Holder from the Corporation and the Major Stockholders such ROFR Purchaser shall have been delivered to the Selling Stockholderinitiated, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of consummation of the Proposed Stockholder Unregistered Transfer and (ii) fifteen (x) in the case of a Proposed Transfer Notice delivered by a Selling AHG Stockholder, forty five (4515) days after delivery the final determination of the Proposed Transfer Notice and (y) Fair Market Value of the consideration proposed to be paid for the Subject Securities in the case of a Proposed applicable Unregistered Transfer Notice delivered by a Selling Non-AHG Stockholder, thirty (30) days after delivery of the Proposed Transfer Notice. In connection in accordance with the purchase and sale of such Shares pursuant terms hereof (in each case, which period shall be extended to this Section 6.1, (A) each Stockholder shall only be the extent necessary to obtain any required to make customary fundamental representations and warranties solely related to such Stockholder’s (1) corporate (governmental approval or similar other organizational) power, if applicable, to sell its Shares, (2) due execution of the applicable purchase agreement, (3) organization and good standing (if applicable), (4) good and valid title and ownership of the applicable Shares held by such Stockholder, free and clear of liens, security interests and other encumbrances (other than those imposed by securities laws generally or this Agreement), clearance plus an additional five (5) corporate (or similar other organizational) power and authority, if applicable, to enter into the applicable purchase agreement and to consummate the closing of the sale of the Shares, and (6) non-contravention by such Stockholder of its organizational documents (if applicable) and applicable law; (B) the closing shall not be subject to any conditions, except for (1) customary closing conditions with respect to the (x) accuracy of the other party’s representations and warranties in all material respects and (y) performance of the other party’s pre-closing covenants in all material respects and (2) the receipt of any regulatory approvals required by applicable law as a condition to such closing; and (C) the foregoing fundamental representations and warranties shall survive such closing until the applicable statute of limitations has run and none of the pre-closing covenants shall survive such closing, no party shall be required to provide any indemnification or agree to any restrictive covenants and there shall be no limitation on any party’s right to specific performance in the event of any other party’s breachBusiness Days thereafter).

Consideration; Closing. If the consideration proposed to be paid for the Shares 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 a majority of the Board and as set forth and reasonably substantiated in Board, including a majority of the Corporation NoticePreferred Stock Directors. If the Corporation Company or any Major Stockholder Investor cannot for any reason cannot or does not wish to pay for the Shares Transfer Stock in the same form of non-cash consideration, the Corporation Company or such Major Stockholder Investor may pay the cash value equivalent thereofthereof in U.S. Dollars, as determined in good faith by a majority of the Board and as set forth and reasonably substantiated in Board, including a majority of the Corporation NoticePreferred Stock Directors. The closing of the purchase of Shares Transfer Stock by the Corporation and the Major Stockholders Company or any Investor shall take place, and all payments from the Corporation and the Major Stockholders Company or any Investor shall have been be delivered to the Selling Stockholdertransferring Non-Investor Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Stockholder Holder Transfer and (ii) (x) in the case of a Proposed Transfer Notice delivered by a Selling AHG Stockholder, forty forty-five (45) days after delivery of the Proposed Transfer Notice and (y) in the case of a Proposed Transfer Notice delivered by a Selling Non-AHG Stockholder, thirty (30) days after delivery giving of the Proposed Transfer Notice. In connection with At any such closing, the purchase and sale of such Shares pursuant transferring Non-Investor Holder shall take all steps necessary or appropriate to this Section 6.1, (A) each Stockholder shall only be required to make customary fundamental representations and warranties solely related to such Stockholder’s (1) corporate (or similar other organizational) power, if applicable, to sell its Shares, (2) due execution transfer possession of the applicable purchase agreementcertificate(s) representing all of the shares of Transfer Stock to the Company or the Investors, (3as appropriate. Such delivery of stock certificate(s) organization by each transferring Non-Investor Holder shall constitute the representation and good standing (if applicable), (4) warranty by the transferring Non-Investor Holder that good and valid title and ownership of to the applicable Shares held by such Stockholdershares represented thereby are being delivered, free and clear of liensall encumbrances, security interests and the certificate(s) shall be duly endorsed or accompanied by duly executed stock powers or other encumbrances (other than those imposed by securities laws generally or this Agreement), (5) corporate (or similar other organizational) power and authority, if applicable, to enter into instruments of conveyance. The Company shall ensure that the applicable purchase agreement and to consummate the closing stock transfer records of the sale Company or its transfer agent reflect the purchase of the SharesTransfer Stock, and (6) non-contravention by such Stockholder of its organizational documents (if applicable) and applicable law; (B) the closing shall not be subject to any conditions, except for (1) customary closing conditions with respect to any shares of Transfer Stock purchased by the (xCompany) accuracy of shall cause a new stock certificate or certificates to be issued reflecting the other party’s representations and warranties same, such certificate(s) to contain the legend referred to in all material respects and (y) performance of the other party’s pre-closing covenants in all material respects and (2) the receipt of any regulatory approvals required by applicable law as a condition to such closing; and (C) the foregoing fundamental representations and warranties shall survive such closing until the applicable statute of limitations has run and none of the pre-closing covenants shall survive such closing, no party shall be required to provide any indemnification or agree to any restrictive covenants and there shall be no limitation on any party’s right to specific performance in the event of any other party’s breachSection 4.