Exercise Consideration Sample Clauses
The Exercise Consideration clause defines the payment or compensation required for a party to exercise a specific right or option under the agreement. Typically, this clause outlines the amount, form, and timing of the consideration to be paid, such as a cash payment or transfer of assets, when an option to purchase shares or property is exercised. By clearly specifying these terms, the clause ensures both parties understand the financial obligations involved, thereby preventing disputes and facilitating smooth execution of contractual rights.
Exercise Consideration. Unless otherwise agreed by the Parties hereto, Grantors unanimously agree that, when Party A or its designated third party exercises the option, all exercise considerations obtained by Grantors therefor shall be immediately given to Party A or its designated third party free of charge.
Exercise Consideration. Subject to Section 5(d)(iii), Section 5(g), Section 5(h) and Section 7(b), the consideration due upon settlement of the exercise of each Warrant will consist of the following:
Exercise Consideration. Unless otherwise agreed by the parties, the purchase price of the shares to be purchased (the “Base Purchase Price”) shall be RMB1. If the minimum price permitted by Chinese law is higher than the benchmark purchase price at the time Party A exercises the option, the transfer price shall be based on the lowest price permitted by Chinese law (collectively, the “Equity Purchase Price”), and Party B agrees to immediately gift the portion of the Equity Purchase Price higher than the Benchmark Purchase Price to Party A or a third party designated by Party A without compensation.
Exercise Consideration. Upon exercise of this option, Humilis shall be entitled to acquire the Nexsan Common Stock of Nexsan in exchange for $6,025,000. The option may be exercised by execution of an agreement by and among Humilis, Acquisition and StoreCentric thereto pursuant to which all of the ownership of the Nexsan Common Stock is sold assigned and transferred from Acquisition to Humilis or StoreCentric (a “Nexsan Stock Purchase Agreement”). The Nexsan Stock Purchase Agreement may contain working capital adjustments, escrow provisions, purchase price adjustments, guaranties, indemnification provisions and other terms and provisions negotiated by the parties thereto which may have an effect of lowering the consideration payable to Acquisition in connection with the transactions contemplated by the Nexsan Stock Purchase Agreement. Execution of a Nexsan Stock Purchase Agreement by Humilis or StoreCentric and Acquisition shall be conclusive evidence that this option has been exercised in full and none of Humilis, Acquisition, GlassBridge or their parent entities, subsidiaries, affiliates, general partners, limited partners, stockholders and other equity holders shall thereafter have any claims against any person or entity that this Agreement and/or the Nexsan Stock Purchase Agreement was invalid or unenforceable or that the option granted hereunder was not properly exercised. By entering into this Agreement, Humilis, Acquisition, GlassBridge and their parent entities, subsidiaries, affiliates, general partners, limited partners, stockholders and other equity holders acknowledge and agree that they hereby approve and consent to the transactions contemplated by this Agreement and the Nexsan Stock Purchase Agreement and the transactions contemplated hereby and thereby (and such approval and consent shall be deemed to include and constitute any and all prior written consents, waivers or approvals required or advisable to be received from Humilis, Acquisition, GlassBridge and their parent entities, subsidiaries, affiliates, general partners, limited partners, stockholders and other equity holders in connection with this Agreement or the Nexsan Stock Purchase Agreement). For the avoidance of doubt, no consideration, other than the consideration payable under the Nexsan Stock Purchase Agreement to Acquisition shall be payable in connection with the exercise of the option granted hereunder.
Exercise Consideration. The payment of the "Exercise Consideration" means the performance by Gothic of all of the following agreements in accordance herewith:
Exercise Consideration. Subject to Section 5(c)(iii), Section 5(h) and Section 7(b), and the final paragraph of this Section 5(c)(ii), the consideration due upon settlement of the Exercise of each Warrant will be:
(1) If Net-Share Settlement applies to such Exercise, a number of Ordinary Shares equal to the Net-Share Settlement Amount; or
(2) If Cash Settlement applies to such Exercise, the amount of cash equal to the Cash Settlement Amount. For the avoidance of doubt, if the Valuation Price does not exceed the Strike Price on the Exercise Date, the Exercise Consideration (whether the Cash Settlement Amount or Net-Share Settlement Amount) will be zero, subject to the final paragraph of this Section 5(c)(ii). In addition, if a Make-Whole Fundamental Change relating to such Warrant has occurred and the Exercise Date for the Exercise of such Warrant occurs during the related Make-Whole Fundamental Change Exercise Period, then: (x) if the Settlement Method is Net-Share Settlement, the Exercise Consideration for such Exercise will include, in addition to the Net-Share Settlement Amount, an additional number of Ordinary Shares equal to the product of (I) the number of Underlying Shares of such Warrant that are being so Exercised and (II) the number of Make-Whole Fundamental Change Shares for such Make-Whole Fundamental Change; or (y) if the Settlement Method is Cash Settlement, the Exercise Consideration for such Exercise will include, in addition to the Cash Settlement Amount, an additional amount of cash equal to the product of (I) the number of Underlying Shares of such Warrant that are being so Exercised, (II) the number of Make-Whole Fundamental Change Shares for such Make-Whole Fundamental Change, and (III) the Valuation Price.
Exercise Consideration. As of the exercise date LI3 shall (i) pay US$650,000.00 to Lacus and (ii) transfer to the Newco the AMI Properties acquired by LI3 in the terms and conditions set forth in Section 7.1.