Payment of Aggregate Consideration Sample Clauses

Payment of Aggregate Consideration. At the Closing Date, the Aggregate Consideration shall be paid and allocated as follows:
Sample 1Sample 2
AutoNDA by SimpleDocs
Payment of Aggregate Consideration. At the Closing and against delivery of the items specified in Section 3.3, Purchasers shall pay and deliver to Sellers the Aggregate Consideration, as adjusted, as consideration for all of the Purchased Assets.
Sample 1Sample 2
Payment of Aggregate Consideration. Against compliance with the foregoing provisions, RECO shall pay the Aggregate Consideration to ProLogis.
Sample 1
Payment of Aggregate Consideration. At the Closing, Parent shall pay the Estimated Consideration as follows:
Sample 1
Payment of Aggregate Consideration. Upon execution of this Agreement, the Aggregate Consideration for the Shares shall be paid by Heartland and Newco to the Founder(s) pursuant to the terms of the Bank Escrow Agreement attached hereto as Exhibit N (the "Bank Escrow Agreement") and the Escrow Agreement attached hereto as Exhibit M (the "Escrow Agreement") (the Bank Escrow Agreement and the Escrow Agreement are collectively referred to as the "Escrow Agreements") as follows: (i) the Constituent Corporations shall make and deliver, and Heartland shall execute and deliver a guaranty (the "Guaranty"), set forth in Exhibit G, for, a promissory note of One Million Seven Hundred Thousand Dollars ($1,700,000), the terms and conditions of which are set forth in Exhibit H- 1 (the "Note"); (ii) the Constituent Corporations shall make and deliver a promissory note of Four Hundred Thousand Dollars ($400,000), the terms and conditions of which are set forth in Exhibit H-2; (iii) the Constituent Corporations shall make and deliver a promissory note of One Hundred Seventy-Five Thousand Dollars ($175,000) on behalf of the Founders payable to Corporate Finance Associates as partial payment of the Transaction Expenses owed to Corporate Finance Associates by the Founders, the terms and conditions of which are set forth in Exhibit H-3 (the notes in Exhibits H-1, H-2 and H-3 are collectively referred to as the "Notes"); and (iv) the difference between the Aggregate Consideration and Two Million Two Hundred Seventy-Five Thousand Dollars ($2,275,000), payable in cash after payment of any fees to be paid by the Founders pursuant to Section for Transaction Expenses incurred prior to Closing (including, but not limited to, legal fees incurred in connection with the execution and consummation of this Agreement) ("Aggregate Cash Consideration"). Payment of the Aggregate Cash Consideration will be made in immediately available funds by wire transfers to a single bank account designated in writing by the Founders not less than a reasonable time prior to the Closing.
Sample 1
Payment of Aggregate Consideration. 15 3.4 Net Working Capital Adjustment................................................. 15 3.5 Objection to Closing Statement................................................. 16 3.6 Allocation of Share Purchase Price and Repayment of Shareholder Loans.......... 17
Sample 1
Payment of Aggregate Consideration. The Purchaser shall cause its wholly-owned subsidiary, Osprey Media Group Inc., to advance the Shareholder Loan Amount and shall pay and satisfy the Share Purchase Price (such amounts, collectively, the "Aggregate Consideration") by: (a) causing its wholly-owned subsidiary, Osprey Media Group Inc., to advance the Shareholder Loan Amount in cash to, or as directed by, the Companies; (b) paying the amount by which $193.5 million exceeds the Shareholder Loan Amount in cash to the Vendor; and (c) paying the Working Capital Adjustment, if applicable, to the Vendor in accordance with Section 3.4.
Sample 1
AutoNDA by SimpleDocs
Payment of Aggregate Consideration 
Sample 1

Related to Payment of Aggregate Consideration

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • 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).

  • 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.

  • 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.

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • 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.

  • Transaction Consideration The Transaction Consideration;

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS The Advisory Committee will determine excess aggregate contributions after determining excess deferrals under Section 14.07 and excess contributions under Section 14.08. If the Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan Year, it must distribute the excess aggregate contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess aggregate contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess aggregate contributions are the amount of aggregate contributions allocated on behalf of the Highly Compensated Employees which causes the Plan to fail to satisfy the ACP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess aggregate contributions. The Advisory Committee will determine the respective shares of excess aggregate contributions by starting with the Highly Compensated Employee(s) who has the greatest contribution percentage, reducing his contribution percentage (but not below the next highest contribution percentage), then, if necessary, reducing the contribution percentage of the Highly Compensated Employee(s) at the next highest contribution percentage level (including the contribution percentage of the Highly Compensated Employee(s) whose contribution percentage the Advisory Committee already has reduced), and continuing in this manner until the ACP for the Highly Compensated Group satisfies the ACP test. If the Highly Compensated Employee is part of an aggregated family group, the Advisory Committee, in accordance with the applicable Treasury regulations, will determine each aggregated family member's allocable share of the excess aggregate contributions assigned to the family unit.

Time is Money Join Law Insider Premium to draft better contracts faster.