Net Consideration Sample Clauses

Net Consideration. Prior to the Managing Party distributing and paying to the Other Parties their Allocable Percentages of Net Consideration, the Manag­ing Party shall deduct from the License Consideration and retain for itself or reimburse the Other Parties the following amounts: first, the Patent Expenses (which shall be distributed to the Parties in proportion to the prior Patent Expenses actually paid by each Party, except in the circumstances described in Section 3.7(c)), second, the Licensing Expenses (not to exceed the cap set forth in Section 5.3 of the IIA, except to the extent that a Licensee is explicitly reimbursing those expenses or paying a license documentation fee or similar fee for that purpose), and third, the Management Fee, if any.
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Net Consideration. The "Net Consideration" shall be equal ----------------- to the Aggregate Consideration minus the Key Employee Amount.
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Net Consideration. In the event and on each occasion that any Net Consideration is received in cash by or on behalf of the Borrower or any of its Subsidiaries, the Borrower shall, immediately after such Net Consideration is received (and in any event within three (3) Business Days after receipt thereof), prepay the General Partnership Loans in an aggregate amount equal to 100% of such Net Consideration received in cash.
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Net Consideration. The Managing Party shall communicate to the Other Parties the Allocable Percentages of Net Consideration calculated after deduction of the following amounts: first, the Patent Expenses (which shall be distributed to the Parties in proportion to the prior Patent Expenses actually paid by each Party, except in the circumstances described in Section 3.5(d)), second, the Licensing Expenses due to the Managing Party (not to exceed the cap set forth in Section 5.3(b) of the IIA, if any, except to the extent that a Licensee is explicitly reimbursing those expenses or paying a license documentation fee or similar fee for that purpose) and third, the Management Fee, due to the Managing Party (not to exceed the cap set forth in Section 5.3(c) of the IIA, if any, except to the extent that a Licensee is explicitly reimbursing those expenses).
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Net Consideration. To the extent that the Seller has not already paid its then existing bank and other institutional debts and liabilities out of its cash on hand (other than trade payables and employee accruals incurred in the ordinary course of business), the Buyer shall, on the Closing Date, apply a portion of the Consideration payable pursuant to Section 3.1(b) above to the payment of the Seller's outstanding bank and other institutional debts and liabilities described on SCHEDULE 3.2 annexed hereto, so that such debts and liabilities are paid in full.
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Net Consideration. To the extent that the Sellers have not already paid their then existing bank or other secured debt out of its cash on hand (other than trade payables and employee accruals incurred in the ordinary course of business), the Buyer shall, on the Closing Date, apply a portion of the Consideration payable pursuant to Section 3.1(b) above to the payment of the Sellers' outstanding bank or other secured debt, so that such debt is paid in full.
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Net Consideration. The Managing Party shall communicate to the Other Parties the Allocable Percentages of Net Consideration calculated after deduction of the following amounts:
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Net Consideration. 12.02 SECTION IN DEFINITION WHICH DEFINED ---------- -------------
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Net Consideration 
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Related to Net Consideration

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

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

  • 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.

  • 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.

  • Settlement Consideration 2. In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • 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).

  • 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:

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

  • Exchange Consideration On the Exchange Date or Change of Control Exchange Date, as applicable, provided the Company Unitholder has satisfied its obligations under Section 2.1(a)(ii) or Section 2.1(c), as applicable, the Company or the Corporation, as applicable, shall deliver or cause to be delivered to such Company Unitholder (or its designee), at the address set forth on Schedule A to the LLC Agreement (or at such other address as such party may designate to the Company), either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Corporation shall have the right but not the obligation (in lieu of the Company) to have either the Corporation or, at the option of the Corporation, any Subsidiary acquire the Company Units any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) or the Corporation is requiring to be exchanged pursuant to Section 2.1(b) directly from such Company Unitholder in exchange for shares of Class A Common Stock or, in the case of an exchange pursuant to Section 2.1(a), at the option of the Corporation, the Cash Settlement. If an exchanging Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that it is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Corporation or any Subsidiary pursuant to this Section 2.1(d), the Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(d) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Company, the Corporation or the exchanging Subsidiary will, upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice. Upon a Company Unitholder exercising its right to Exchange or the occurrence of a Change of Control Exchange, the Company, the Corporation or the exchanging Subsidiary, as applicable, shall take such actions as (A) may be required to ensure that such Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement).

  • 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.

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