Consideration for Interests Sample Clauses

Consideration for Interests. Category 5 shall deliver at the Closing (as hereinafter defined), in addition to the items set forth in Section 7.3, in exchange and as consideration for the Interests, stock certificates representing in the aggregate 2,000,000 shares of Category 5's Common Stock (the "Category 5 Shares"), par value $.001 per share. The Category 5 Shares shall be delivered to Sellers as follows:
Sample 1Sample 2
AutoNDA by SimpleDocs
Consideration for Interests. The aggregate consideration for the Interests shall be payable as set forth in this Section 2.2.
Sample 1
Consideration for Interests. At the Closing and as consideration for Buyer’s purchase of the Interests, Buyer shall pay an aggregate amount of $183,700,000 in cash and assumed debt (the “Purchase Price”), which Purchase Price is allocated among the Companies and the Sellers as set forth in Exhibit A, of which (a) $183,700,000 less Net Debt less the Escrow Amount shall be paid to Sellers by wire transfer of immediately available funds to the account(s) designated in writing by Sellers prior to the Closing Date and (b) 7.5% of the Purchase Price, or $13,875,000.00 (the “Escrow Amount”) shall be deposited with a mutually agreeable escrow agent (the “Escrow Agent”) pursuant to Section 1.3, which shall be held in escrow (including all interest and other income earned thereon) pursuant to this Agreement and the Escrow Agreement. As used herein, “Net Debt” means the principal amount of the Companies’ indebtedness for money borrowed as of the Closing Date less the Companies aggregate cash and Cash Equivalents as of the Closing Date. As used herein, “Cash Equivalents” means the intercompany receivable in the amount $1,900,000 owed to SLWC by Sunburst Vineyards, LLC, certificates of deposit, U.S. treasury securities, money market funds and other marketable securities but excludes trade receivables. Prior to the Closing, Buyer and the Companies shall agree to allocate the Purchase Price among the assets of the Companies in a manner consistent with the principles of Section 1060(a) of the Internal Revenue Code of 1986, as amended (the “Code”) for all tax and accounting purposes for which such an allocation is relevant.
Sample 1
Consideration for Interests. The aggregate purchase price (the "Purchase Price") for the Interests is 360,000 shares, no par value (the "Parent Stock"), of Xedar Corporation, a Colorado corporation ("Parent"), and the parent of Premier Data Services, Inc., a Delaware corporation, which is the parent of Buyer, payable as set forth in this Section 2.2. The Parent Stock shall be "restricted stock" as that term is define in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act").
Sample 1
Consideration for Interests. (a) (i) In consideration of the Contribution of the Partnership Interests of the Exchangers, FWRLP shall issue Units in an aggregate amount calculated as follows: 86.31% times the Net Asset Value (as defined below) of the Property, divided by the Unit Price (as defined below) rounded to the nearest one (1). The Units issued to the Exchangers at the Closing will be issued to the Exchangers in accordance with the percentages next to the name of each Exchanger on Exhibit Q hereto. The "Unit Price" will be Twenty-Three and 50/100 Dollars ($23.50) per Unit.
Sample 1
Consideration for Interests. In full consideration for the transfer of ownership of the respective Arizona Claims and Arizona State Leases, the following consideration shall be applicable:
Sample 1
Consideration for Interests. The aggregate purchase price for the Interests shall be $3,250,000 (the “Purchase Price”), payable as follows:
Sample 1
AutoNDA by SimpleDocs
Consideration for Interests 
Sample 1

Related to Consideration for Interests

  • Consideration for Transfer Notwithstanding anything to the contrary herein contained, except as may be required by Section 5 hereof, where a Transfer is made for consideration, in no event shall any such Transfer by Executive of Executive Securities be made under Section 6(c) or offered to be made under Section 6(b) for any consideration other than United States dollars payable in full upon consummation of such Transfer.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Consideration for Stock In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company therefor. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration.

  • Acquisition of Shares for Investment Sellers are acquiring the shares comprising the Stock Consideration for investment and not with a view toward sale in connection with any distribution thereof in violation of the Securities Act. Parent hereby acknowledges and agrees that the shares comprising the Stock Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under such Act, and without compliance with state and foreign securities Laws, in each case, to the extent applicable.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Purchase for Investment (a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of his Partnership Interest is made as a principal for his account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

  • Consideration for License 4.1 In partial consideration for the rights granted hereunder, NOBLE agrees to prepare and file, or have prepared and filed, any and all applications in the name of UGARF for plant variety rights for the Licensed Variety in the United States and, at NOBLE’s discretion, in any other jurisdiction.

  • Consideration for Grant of Rights (a) License Issue Fee and Patent Cost Reimbursement. COMPANY shall deliver to M.I.T. a license issue fee of Five Thousand Dollars ($5,000) on the EFFECTIVE DATE and shall pay actual unreimbursed patent expenses as described in Section 6.3. These payments are nonrefundable.

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

Time is Money Join Law Insider Premium to draft better contracts faster.