Purchase Consideration Sample Clauses

Purchase Consideration. (a) As consideration for the conveyance of the Premises (the "Purchase Consideration"), the Buyer shall (i) pay to Seller at Closing all Rent and Additional Rent accrued under the Lease through Closing, and (ii) deliver to Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with the terms thereof. The Subordinated Mortgage shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, in accordance with the terms of the Note and the Subordinated Mortgage. (c) The Security Deposit of $50,000 made by Buyer as Tenant under the Lease, provided it has not been reduced to pay or reserve for expenses, taxes, penalties, or other charges for which its use is permitted under the terms of the Lease, shall be returned to Buyer at Closing. (d) The Parties will make such other closing adjustments to the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under the terms of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller pursuant to the Lease (such as prepayments or deposits under any energy supply contract) shall be paid by Buyer at the closing. Seller and Buyer shall reasonably adjust for the cost of any snow removal, water, sewer or other charges payable under the Lease which are not separately metered to the Premises or are directly payable by Buyer to the vendor. Buyer shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreement, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Bu...

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. 3.1.1. The sale and purchase consideration for the Software is United States Dollar Six Million Five Hundred Thousand (USD6,500,000.00) 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 32,500,000 new Class A ordinary shares of the Issuer at the issue price of USD0.20 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. BlastGard currently has 1,000 Preferred Shares authorized, none of which are outstanding. BlastGard's board has the right to determine the rights and preferences of any Preferred Shares to be issued. BlastGard has also authorized 100,000,000 shares of Common Stock, with 56,086,142 shares issued and outstanding and 42,099,283 shares reserved for issuance upon the exercise or conversion, as the case may be, of outstanding options, warrants and promissory notes. Following the filing of BlastGard's 2010 Form 10-K and after receipt of the audited financial statements for HighCom and the appropriate pro form financial statements, BlastGard intends to file a proxy statement with the Securities and Exchange Commission to increase the authorized number of shares of Common Stock of BlastGard to 500,000,000 common shares so as to accommodate the anticipated issuance of the purchase consideration described below and to have sufficient capital stock to provide for BlastGard's future needs ("Stockholder Approval"). It is anticipated that stockholder approval for the increase will occur within one year from the date hereof. The purchase consideration will consist of a payment of cash, Preferred Stock and common stock of BlastGard (the "Stock Payment"). The assets and current outstanding obligations of HighCom are to be itemized in the formal Stock Purchase Agreement referred to herein and made a part hereto by this reference. It being understood that the earn-out shares as referenced in Items (b), (c), and (d) below in this paragraph will be reserved once Blastgard has Increased its authorized common stock by stockholder approval. The terms of the Stock Payment shall be set such that all the shares and payments will be set aside and reserved and placed into escrow (or irrevocable trust at appropriate time) to be released for HighCom’s shareholders as follows: (a) 10,000,000 shares of common stock upon execution of the definitive agreement by all parties; (b) 100 Preferred convertible into 10,000,000 shares of common stock at such time as the company achieves a gross revenue of $5 million dollars within 18 months of close; (c) 100 Preferred convertible into 10,000,000 shares of common stock at such time as the company achieves a gross revenue of $10 million dollars within 24 months of close; and lastly (d) 150 Preferred convertible into 15,000,000 shares of common stock at such time as the company achieves a gross revenue of $15 million dollars within 30 months of close. ...

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. 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"). 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 expected to be 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 certain 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 the Buyer understands that this responsibility is approximately $25,000, and ...

Purchase Consideration. Each Seller shall have received the consideration (in the form of cash, AmeriPath Stock and Contingent Notes) required to be delivered at Closing and to which such Seller is entitled pursuant to SECTION 1.1 hereof.