Fixed Consideration. In consideration for the assignment of Seller’s rights, title and interest in the Patents and the Causes of Action, and the other obligations of Seller as set forth in this Agreement, Purchaser shall pay or otherwise provide to Seller the following fixed consideration (“Fixed Consideration Amount”):
Fixed Consideration. Notwithstanding any provision of this Agreement to the contrary, the Parties agree that 0.436 shares of Parent Common Stock represent greater than 40% of the total value of the Merger Consideration, per share of Company Common Stock determined as of the date of this Agreement, based on the closing sales price of Parent Common Stock on a National Stock Exchange (as reported by the Wall Street Journal, or if not so reported, by another authoritative source) for the last trading day preceding the date of this Agreement.
Fixed Consideration. (i) In consideration of the Merger and the other obligations of Company and Stockholders as set forth in this Agreement, Parent shall pay or otherwise provide to Stockholders the following consideration (the “Purchase Price” or “Merger Consideration”):
Fixed Consideration. In consideration for the assignment of Seller’s rights, title and interest in the Patents and the Causes of Action, and the other obligations of Seller as set forth in this Agreement, Purchaser shall pay or otherwise provide to Seller the following fixed consideration (“Fixed Consideration Amount”): (a) On the Closing Date, Purchaser shall deliver to Seller two million United States Dollars (US $2,000,000) via wire transfer to the bank account specified in Section 3.2(b) of this Agreement (the “Initial Cash Consideration Payment”). (b) Thirty (30) days after the Closing Date, the Company shall issue to Seller shares (the “Shares”) of its restricted common stock $0.0001 par value per share (the “Common Stock”) (NASDAQ:SPEX) equal to the value of one million United States Dollars (US $1,000,000) based upon the lower of: (i) $5.65 per share (representing an amount that satisfies NASDAQ Rule [5630] as the consolidated closing bid price of the Common Stock on the Trading Day immediately preceding the Effective Date) and (ii) the consolidated closing bid price of the Common Stock on the Trading Day immediately preceding the date on which the Company and Seller satisfy the Counsel Selection Condition but no later than the Closing Date. As used herein, the “Counsel Selection Condition” shall mean the date, not more than ten days following the Effective Date, that the parties have agreed on the initial litigation counsel. The Shares shall be subject to the registration rights, further described in the Registration Rights Rider (the “Rider”) attached hereto (the “Stock Consideration”). The Shares shall be subject to the terms of the lockup agreement (the “Lockup Agreement”) by the Seller and the Company attached hereto as Exhibit D. Seller acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be sold absent registration or an exemption therefrom. The Shares shall contain a restrictive legend upon issuance in customary form for issuance of restricted securities and be subject to resale upon satisfaction of the requirements of Rule 144 after the six months anniversary of the issuance (unless registered). -3- (c) On the anniversary of one year and one day after Purchaser files its first complaint against a defendant with any one or more of the Patents (“Inter Partes Review Expiration Date”), Purchaser shall deliver to Seller one million United States Dollars (US $1,000,000) via wire transfe...
Fixed Consideration. In the event that Discovery receives any fixed payment, fee or other consideration from a Third Party (i) in consideration of any discount, credit or similar allowance granted to such Third Party in connection with the purchase of any Licensed Product(s) or Substitute Product(s) or (ii) in lieu of any royalties with respect to any Licensed Product(s) or Substitute Product(s), then Discovery shall pay to PMPSA a royalty equal to the product of (a) such consideration multiplied by (b) the royalty rate set forth in Section 6.1 Discovery shall report on the amount of any such consideration, and the royalty payable thereon in U.S. Dollars, in the Royalty Report. For the avoidance of doubt, this Section 6.4 shall not apply with respect to any fixed payment, fee or other consideration from a Third Party in respect of development fees, milestone payments or other similar payments in transactions that incorporate a market-rate royalty structure. Information marked by [***] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Securities and Exchange Commission.
Fixed Consideration. The consideration payable to Seller for the Assets will be (a) twenty-five thousand dollars ($25,000) (the “Purchase Price”) and (b) the assumption of the Assumed Liabilities. In accordance with Section 2.7(b), at the Closing, the Purchase Price shall be delivered by Buyer to Seller as follows:
Fixed Consideration. 3.2.1 The Buyer and SWVL INC shall pay to the Sellers a fixed consideration for the Shares for a total amount of $ 4,014,960.55 (€ 3,412,716.47) (the “Fixed Consideration”) which shall be payable as follows:
Fixed Consideration. (1) The aggregate fixed consideration for the Millxx Xxxerests and the Schwxxxx Xxxerests of $500,000 shall be paid by the Buyers one half to each Selling Stockholder, against the delivery of the Millxx Interests and the Schwxxxx Xxxerests as provided in Section 1.1, by bank or tellers checks on the Closing Date.
Fixed Consideration. In the event that Discovery receives any fixed payment, fee or other consideration from a Third Party in consideration of any discount, credit or similar allowance granted to such Third Party in connection with the purchase of any Licensed Product(s), then Discovery shall pay to Chrysalis a royalty equal to the product of (a) such consideration multiplied by (b) the royalty rate applicable to the sale of such Licensed Product(s) to such Third Party. Discovery shall report on the amount of any such consideration, and the royalty payable thereon in U.S. Dollars, in the Royalty Report.
Fixed Consideration. In consideration for the sale and transfer of all and not less than all of the Shares from the Vendors to the Purchaser, on the Completion Date the Purchaser shall pay to the Vendors an amount (the "Fixed Consideration") which shall be equal to two million five hundred thousand ((pound)2,500,000) pounds sterling (the "Fixed Consideration Value"). Such Fixed Consideration shall be payable on Completion by the allotment and delivery to the Vendors (in such proportion among the two Vendors as they shall advise the Purchaser of certificates representing that aggregate number of TownPages Shares (the "Closing TownPages Shares") as shall be determined by DIVIDING (a) the Fixed Consideration Value, by (b) the average of the closing price per share of American Depositary Shares ("ADSs") of TownPages, as traded on the American Stock Exchange, Inc. on the five (5) Business Days immediately prior to the Completion Date, and as reported in the New York Times or the Wall Street Journal (the "Completion Date Closing Price"). The US$/(pound) Sterling conversion rate shall be as set out in clause 3.4.
