ESOP Consideration Sample Clauses

ESOP Consideration. The Sellers hereby acknowledge and agree that (a) the ESOP Consideration shall not be considered proceeds of a Sale Event under the Shareholders’ Agreement, and shall not be subject to distribution pursuant to the terms of the Shareholders’ Agreement, (b) the ESOP Consideration shall not be subject to distribution under the 2002 Escrow Agreement, and (c) the Sellers shall have no rights in or to the ESOP Consideration, or any portion thereof, except pursuant to each Seller’s right in his capacity as an ESOP participant.
Sample 1
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ESOP Consideration. In exchange for the ESOP Common Shares, on the Closing Date, the Buyer shall pay to the ESOP an amount in cash equal to the total of (i) an amount determined pursuant to Schedule 2.2(b)(i), plus (ii) an amount determined pursuant to Schedule 2.2(b)(ii), plus (iii) an amount determined pursuant to Schedule 2.2(b)(iii), plus (iv) an amount determined pursuant to Schedule 2.2(b)(iv), by wire transfer of immediately available funds to bank accounts designated by the ESOP and specified to the Buyer in writing at least two (2) business days prior to the Closing Date. Any amounts paid to the ESOP in exchange for the ESOP Common Shares pursuant to the terms of this Section 2.2(b) shall be considered “ESOP Consideration”.
Sample 1

Related to ESOP Consideration

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

  • 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.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • 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:

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

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • 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

  • 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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