Nature of Consideration Sample Clauses

Nature of Consideration. Such consideration shall,
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Nature of Consideration. Notwithstanding anything to the contrary contained in this Agreement, a Dissenting Shareholder shall only be entitled to receive cash as payment in respect of its Exchangeable Shares.
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Nature of Consideration. (a) Immediately prior to the Closing, the Investor owns all of the issued and outstanding membership interests of Jasmine (the “Jasmine Interest” ), which has been duly authorized and validly issued in compliance with applicable laws, and is fully paid and nonassessable.
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Nature of Consideration. The parties have agreed upon the Contingent Cash portion of the Purchase Price as a method of determining and paying a portion of the full current value of the Shares. It is acknowledged and agreed that the Contingent Cash portion of the Purchase Price represents consideration in exchange for a portion of the value of the Shares as of the date of this Agreement.
Sample 1
Nature of Consideration. The aggregate consideration in cash and Parent Preferred Stock payable at the Closing by the Purchaser to the Sellers for the Sellers’ Shares (the “Purchase Price”), will be paid to each Seller as set forth on Schedule 3.1 in the respective allocations thereon shown, such that the Purchase Price in the aggregate will be the sum of:
Sample 1
Nature of Consideration. It is expressly acknowledged and agreed that the shares of Xxxxxxx'x Common Stock delivered in payment of the Consideration hereunder shall not be registered under the federal securities laws or under any securities or Blue Sky laws of the several states, provided that the Shareholders shall have the rights arising under the Registration Rights Agreement (as defined in Section 5.5 hereof). Notwithstanding anything in this Agreement to the contrary, in no event shall the determination of the Consideration be adjusted due to the increase or decrease of the closing price of the Common Stock on the American Stock Exchange (i.e., the national securities exchange on which such Common Stock is listed for trading).
Sample 1
Nature of Consideration. The Company acknowledges that the payment of sums of money pursuant to paragraphs 2, 3 and 6 of this Agreement, and the grant of the Option pursuant to paragraph 4 of this Agreement are in settlement of claims and not compensation to Mx. Xxxx. The Company agrees not to issue an IRS Form W-2 to Mx. Xxxx indicating that any portion of such consideration is compensation to Mx. Xxxx. The Company agrees to issue an IRS Form 1099-MISC indicating that the consideration is "other income" (box 3).
Sample 1
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Nature of Consideration. Article 3.1 of the Share Purchase Agreement shall be amended and restated and replaced with the following:
Sample 1
Nature of Consideration. The aggregate consideration in cash and Parent Common Stock payable at the Closing by the Purchaser to the Sellers for the Sellers’ Shares (the “Purchase Price”), will be:
Sample 1

Related to Nature of Consideration

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. Sl. No. Details Amount (Rs) 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) WITNESSES:

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Payment of Consideration The Purchaser shall, following receipt of the Final Order and immediately prior to the Effective Time, provide (i) the Depositary with sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, acting reasonably) to satisfy the aggregate Consideration payable to the Shareholders, and (ii) the Company with the Funding Loan to satisfy the required payments under the Arrangement to the holders of Options, all as provided in the Plan of Arrangement.

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Adequacy of Consideration Executive acknowledges and agrees that Executive has received adequate consideration from United HealthCare to enter into this Agreement.

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • 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 $9,580,000., 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).

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