Purchase Consideration Sample Clauses

Purchase Consideration. Buyer agrees to deliver to Seller at the Closing a commitment to the benefit of the Seller for a Conditional Guaranty in favor of Loral Skynet Network Services, Inc., a Delaware corporation, CyberStar, L.P., a Delaware limited partnership, CyberStar, LLC, a Delaware limited liability company, and Loral Skynet, a division of Loral SpaceCom Corporation, a Delaware corporation (collectively, the “Loral Entities”) having a total value to Seller of Three Million and No/100 Dollars ($3,000,000.00) (the "Purchase Consideration"), presentation of such Guaranty to be effected by Buyer's execution and delivery to Seller at Closing. Buyer agrees that the Seller shall provide employment contracts and full benefits for both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ for three years. The minimum salary levels are agreed to be: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - $150,000 US Dollars per annum and ▇▇▇▇▇ ▇▇▇▇▇▇▇ - £100,000 GBP per annum. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be President and COO for the Seller. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be CEO and VP Sales and Marketing for the Seller. The Seller is intended to operate as a subsidiary within the Ariel Way group using synergies with sister companies to advantage but with autonomous offices and management control. The Seller will furnish staff employment contracts as required by industry and legal norms. The acquisition by the Seller of certain assets from the Loral Entities is a cash-less transaction as $250,000 Dollars purchase price will be taken from prepaid revenue owing to the Seller on closing. All other monies due by the Seller to the Loral Entities in the transaction agreement will be taken from operating funds and are not part of the Seller’s equity purchase. The Buyer shall provide, in a timely fashion, capitalization funding to the Seller to cover certain cash flow and capital expenditures deficit for a period of two years per business plan submitted and upon the Buyers approval and according to a Stockholders Agreement between the Buyer and the Seller. Capitalization levels may be reviewed after 18 months to assess investment return. The Buyer shall, within 180 days, replace the $250,000 purchase price for the certain assets from the Loral Entities as acquired by the Seller and paid from the Seller’s cash balance at Closing. The Buyer and the Seller shall assume responsibility to settle Seller fee agreement with ▇▇▇▇▇▇ Financial Corporation as Consultant in a prompt manner upon closing of the acquisition of certain assets from the Loral Entities. At present...

Purchase Consideration. Buyer agrees to deliver to Seller at the Closing aggregate purchase consideration having a total value to Seller of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the "Purchase Consideration"), payment of such Purchase Consideration to be effected by Buyer's execution and delivery to Seller at Closing of: (i) an agreement in form and substance satisfactory to Seller whereby Buyer shall commit to provide to Seller, free of charge or any other cost or expense whatsoever to Seller, the products, services and related interests and rights with respect to Market Central Technology as are described in Exhibit A hereto (the "Market Central Technology Consideration"), which Market Central Technology Consideration shall, as and when provided in accordance with the foregoing agreement, have an aggregate value to Seller of not less than Two Hundred Thousand and No/100 Dollars ($200,000.00), plus (ii) an agreement in form and substance satisfactory to Seller whereby Buyer shall commit to provide to Seller, free of charge or any other cost or expense whatsoever to Seller, certain business development and strategic support services related to telecommunications and technology M&A, marketing and technology activities, as well strategic business planning and related assistance and services (the "Development/Support Services Consideration"), which Development/Support Services Consideration shall be rendered by Buyer's senior executives as and when directed by Seller and, when so rendered, shall have an aggregate value to Seller of not less than Fifty Thousand and No/100 Dollars ($50,000.00) as are described in Exhibit A hereto.

Purchase Consideration. 3.1.1. The sale and purchase consideration for the Software is United States Dollar Sixteen Million (USD16,000,000.00) only (the “Purchase Consideration”). 3.1.2. The Parties agree that the Purchase Consideration shall be satisfied by way of allotment and issuance to the Seller of 10,000,000 new Class A ordinary shares of the Issuer at the issue price of USD1.60 per Class A ordinary share (“Consideration Shares”), the total value of which is equivalent to the Purchase Consideration.

Purchase Consideration. The Sellers shall have received the consideration (in the form of TSI Stock) required to be delivered at Closing and to which each Seller is entitled pursuant to Section 1.1 hereof.

Purchase Consideration. 4.1 In consideration for the Transferred Assets and Transferred Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and in accordance with the provisions of Clause 4.2 en 4.3. 4.2 Subject to Clause 4.3, the (re)payment of the Seller's Debts by the Purchaser shall be made as follows: 4.2.1 As of the Closing Date and until the third anniversary of such Closing Date, the repayment of the Seller's Debts by the Purchaser shall be made in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors of the Seller's Debts. 4.2.2 On the third anniversary of the Closing Date, the aggregate outstanding amount under the Seller's Debts at that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or part of the outstanding amounts under the Seller's Debts at any time on or after the Closing Date. 4.4 In case the (early) repayment of any of the Seller's Debts pursuant to Clause 4.2 or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditor, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, the Purchaser shall pay such VAT on the Purchase Consideration and the Seller shall issue an appropriate invoice for VAT purposes.

Purchase Consideration. The Purchaser agrees to pay the Seller with respect to any PSL Tranche of PSL Revenues purchased by the Purchaser from the Seller on each Purchase Date, the Purchase Price. As additional consideration for the purchases of PSL Tranches hereunder, the Purchaser shall by appropriate instrument or instruments sell, transfer, assign, set over and otherwise convey, or cause to be sold, transferred, assigned, set over or otherwise conveyed or issued, to the Seller the Residual Certificate.

Purchase Consideration. Pursuant to the terms of the SPA, the purchase consideration for the Sale Shares payable by the Company (the “Purchase Consideration”) shall be deemed to be satisfied in full by the allotment and issuance of new Shares (credited as fully paid) by the Company to the Vendor (and/or its designated nominees), such new Shares to be allotted and issued at an issue price to be determined by mutual agreement between the Company and the Vendor (the “Issue Price”) to satisfy the Purchase Consideration (fractional entitlements disregarded) (the “Consideration Shares”). For the avoidance of doubt, the Vendor may, in its absolute discretion, renounce all or any part of the Consideration Shares in favour of any other person or persons as the Vendor may, in its absolute discretion, deem fit. The Purchase Consideration for the Sale Shares payable by the Company shall be determined by mutual agreement in writing between the Company and the Vendor within two (2) weeks from the issue of the report produced in connection with the Proposed Acquisition valuing the business of the Target by an independent business valuer or such other person (acceptable to the financial adviser of the Company) to be appointed by the Company pursuant to Rule 1015(2) of the SGX- ST Catalist Rules (“Business Valuation Report”). In arriving at the Purchase Consideration, the Company and the Vendor agree to take into account the following: (a) The Valuation of the Target (as defined below);; (i) On the basis that the Valuation of the Target is determined to be not less than S$25 million but not more than S$50 million, the total number of Consideration Shares to be allotted and issued to the Vendor (or to its order) shall constitute 92% of the total issued capital of the Company on a fully enlarged basis immediately following Completion, with the Shares held by or for the existing Shareholders of the Company and any other parties designated by the Company (including any introducer who is entitled to payment of fee) constituting the balance 8%. (ii) Where the Valuation of the Target is determined to be more than S$50 million, the Vendor and the Company agree that the total number of Consideration Shares to be allotted and issued to the Vendor (or to its order) shall constitute a percentage of the total issued capital of the Company on a fully enlarged basis immediately following Completion (“Entitled Percentage”) determined as follows: Entitled Percentage (%) = VT - Sv x 100 VT Where: VT = Valuation of...

Purchase Consideration. As consideration for the sale of the Conveyed Property, Purchaser shall deliver the following to Seller in the manner set forth below:

Purchase Consideration. In consideration of the sale and transfer to Purchaser or the applicable Purchaser Designated Affiliates of the applicable Sellers’ right, title and interest in the Purchased Assets, including the Shares, in accordance with and subject to the terms of this Agreement (the “Sale”), and the other obligations of Seller Parent pursuant to this Agreement, at the Closing, Purchaser shall, and Purchaser Parent shall cause Purchaser to, (a) allot, issue and deliver the Purchase Consideration in accordance with Section 2.7, and (b) assume the Assumed Liabilities.