Pledge of Contract Consideration Sample Clauses

Pledge of Contract Consideration. Notwithstanding Pledgor’s right to substitute Collateral pursuant to Section 5.2, Pledgor shall cause the Collateral to include, on the Exchange Date, (i) unless a Reorganization Event shall have occurred, a number of shares of Common Stock at least equal to the number of shares of Common Stock (and, if a Spin-Off Distribution has occurred, the number of Marketable Securities distributed in such Spin-Off Distribution) required to be delivered under the Contract on the Exchange Date, and (ii) if a Reorganization Event has occurred, any Marketable Securities or other property required to be delivered under the Contract on the Exchange Date.
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Pledge of Contract Consideration. Subject to the time periods specified in the Contract and in this Agreement, Pledgor will pledge the maximum number or amount of each type of Exchange Property (including, without limitation, Shares) that Pledgor may be required to deliver under the Contract (the aggregate number or amount of securities, property and/or assets referred to in this sentence, the “Required Pledged Assets”); provided that, notwithstanding anything to the contrary in the Contract, the Required Pledged Assets shall not include any property distributed in respect of or contained in an Exchange Property Unit until the later of (a) the date such property is actually received by Pledgor or into the Pledged Account and (b) the date by which such property is required to be delivered to the Purchaser or into the Pledged Account pursuant to the terms of the Contract. For the avoidance of doubt and notwithstanding anything to the contrary in this Section 4.1(d), Pledgor will have the right to substitute and/or release Collateral as provided in, and subject to the conditions set forth in, this Agreement, and securities, property or other assets will not form part of the Required Pledged Assets until received by Pledgor.
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Pledge of Contract Consideration. Notwithstanding each Pledgor's right to substitute Collateral pursuant to Section 4(b), each Pledgor shall cause the Collateral pledged by such Pledgor to include, on the date of Closing, a number or amount of each type of Reference Security and other property constituting part of the Reference Property at least equal to the number or amount thereof required to be delivered by such Pledgor at the Closing pursuant to Section 2.1 of the Forward Purchase Contract.
Sample 1
Pledge of Contract Consideration. Subject to the time periods specified in the Contract and in this Agreement, Pledgor will pledge (i) the maximum number or amount of each type of Exchange Property (other than ADSs) that Pledgor may be required to deliver under the Contract and (ii) to the extent any ADSs are included in the Exchange Property, a number of ADSs equal to the product of (A) the number of ADSs included in one Exchange Property Unit, (B) the Maximum Exchange Rate and (C) the aggregate number of Securities outstanding; provided that, without prejudice to Pledgor’s obligations under clause (i) of this Section 4.1(e), Pledgor may satisfy its obligation to pledge any one ADS pursuant to this clause (ii) by pledging either (x) (I) the maximum number or amount of each type of securities (including Ordinary Shares, if applicable, in respect of which the RO Undertaking is in effect), property and/or assets that is required to be deposited with the ADS Depositary in order to obtain the delivery of one ADS, plus (II) cash in an amount of $0.05 per ADS forming part of the Exchange Property (the securities, property and/or assets described in this clause (x), collectively, the “Required ADS Deposit Property”) or (y) one ADS (I) that is held in book-entry form through the Depository Trust Company, (II) that, if it represents Ordinary Shares, represents Ordinary Shares that were not, when issued, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system (within the meaning of Rule 144A under the Securities Act), (III) with respect to which Pledgor has a “holding period” (within the meaning of Rule 144 under the Securities Act) that commenced at least one year prior to the first original issuance date of the Trust Securities and (IV) that may be transferred without endorsing upon such ADS, or such ADS otherwise being subject to, any legend requiring compliance with the Securities Act or Rule 144 thereunder as a condition of the transfer thereof (other than as contemplated pursuant to the Deposit Agreement, as supplemented by the ADS Procedures Agreement) (the aggregate amount of securities, property and/or assets referred to in this sentence, the “Required Pledged Assets”). For the avoidance of doubt and notwithstanding anything to the contrary in this Section 4.1(e), Pledgor will have the right to substitute and/or release Collateral as provided in, and subject to the con...
Sample 1

Related to Pledge of Contract Consideration

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Transaction Consideration The Transaction Consideration;

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

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Independent Contract Consideration Upon the Effective Date, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars ($50) (the “Independent Contract Consideration”), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in all events.

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

  • 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.

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

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