Received Consideration Sample Clauses

Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon the consummation of such sale, all of the holders of Common Stock shall receive the same forms and amounts of consideration per share outstanding, or if any holders are given an option as to the form and amount of consideration to be received per share, all holders shall be given the same option.
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Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (a) upon the consummation of such Approved Sale, the Stockholders will receive (i) the amount of consideration to which such Stockholders are entitled pursuant to a Liquidation under the Charter and (ii) the same form and amount of consideration per share of Common Stock or Preferred Stock of such series, as applicable, or if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock or Preferred Stock of such series, all holders of Common Stock and Preferred Stock of such series, as applicable, will be given the same option, (b) the representations and warranties to be made by any Stockholder shall be limited to enforceability of its obligations and title to its Securities, (c) any indemnification obligations of a Stockholder shall be several, not joint, and shall (other than with respect to breaches representations and warranties with respect to enforceability of such Stockholder’s obligations and title to Securities) be pro rata based on the value of the proceeds received by the sellers in connection with such Approved Sale, and (d) the aggregate liability of a Stockholder with respect to indemnification obligations in connection with such Approved Sale shall be limited to the proceeds received by such Stockholder in connection with such Approved Sale.
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Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (i) upon the consummation of such Approved Sale, all of the sellers of Common Stock and Series A Preferred Stock, respectively, will receive the same form and amount of consideration per share of Common Stock or Series A Preferred Stock, as applicable, or if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock or Series A Preferred Stock, all holders of Common Stock and Series A Preferred Stock, as applicable, will be given the same option, (ii) the holders of Common Equity Rights shall not be required to exercise or convert such Common Equity Rights prior to or in connection with such Approved Sale, (iii) upon consummation of such Approved Sale, the sellers of Common Equity Rights that have not been exercised or converted prior to or in connection with such Approved Sale will receive the same form and amount of consideration per share of Common Stock as such seller would have received had such seller exercised or converted such Common Equity Rights immediately prior to the consummation of such Approved Sale, provided that the amount of consideration per share of Common Stock shall be reduced by the exercise or conversion price per share that would have been payable upon conversion or exercise thereof, (iv) any indemnification obligations of the sellers shall be several, not joint, and shall (other than with respect to representations and warranties with respect to enforceability of any seller's obligations and title to Securities) be pro rata based on the value of the proceeds received by the sellers in connection with such Approved Sale, (v) any escrow securing indemnity obligations of the sellers shall be funded by the Sellers pro rata based on the value of the proceeds received by the sellers in connection with such Approved Sale and (vi) the aggregate liability of each seller with respect to indemnification obligations in connection with such Approved Sale shall be limited to the proceeds received by such seller in connection with such Approved Sale. It shall be a condition to any Approved Sale structured as a stock sale that (a) if any consideration will be received in respect of Common Stock, then the purchaser with respect to such transaction contemporaneously will purchase all of the outstanding shares of Series A Preferred Stock and that each holder thereof...
Sample 1
Received Consideration. The obligations of the Securityholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon the consummation of such sale, all of the holders of Common Stock shall receive the same forms and amounts of consideration per share outstanding, or if any holders are given an option as to the form and amount of consideration to be received per share, all holders shall be given the same option. In addition, the obligation of the Warrant Securityholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon consummation of such sale, all of the holders of Warrants shall receive the same forms and amounts of consideration per Warrant Share issuable upon exercise of the Warrants, less any exercise price, or if any holders are given an option as to the form and amount of consideration to be received per share, all holders of Warrants shall be given the same option.
Sample 1
Received Consideration. The obligations of the Securityholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon the consummation of such sale, all holders of Common Stock will receive the same
Sample 1
Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon the consummation of such sale, all of the sellers of Common Stock and Preferred Stock, respectively, will receive the same form and amount of consideration per share of Common Stock and Preferred Stock, as applicable, or if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock or Preferred Stock, all holders of Common Stock and Preferred Stock, as applicable, will be given the same option and all of the sellers of Securities exercisable for Common Stock and Preferred Stock will receive the same form and amount of consideration and the same options as to form and amount of consideration, referred to above, in each case per share of Common Stock and Preferred Stock, as the case may be, less the exercise price per share of Common Stock or Preferred Stock, as the case may be. It shall be a condition to any Approved Sale structured as a stock sale that the purchaser with respect to such transaction contemporaneously purchase or cause to be redeemed all of the outstanding Preferred Stock for a price per share equal to the Liquidation Value (as defined in the Charter), plus all accrued and unpaid dividends thereon.
Sample 1
Received Consideration. The obligations of each Stockholder with respect to any Approved Sale are subject to the satisfaction of the conditions that (a) upon the consummation of the Approved Sale, each Stockholder will receive the same form and amount of consideration per share of outstanding Common Stock and Preferred Stock and per Note as is given to each other Stockholder, or if any holders are given an option as to the form and amount of consideration to be received, all holders will be given the same option, and no Stockholder will be entitled to receive any economic benefits which are not made on a pro rata basis to all of the other Stockholders; provided, that (i) no Stockholder shall be required to accept any consideration which it is prohibited by law from receiving and (b) in such event, such Stockholder shall be entitled to receive cash or the economic equivalent of such consideration in other property, and (ii) receipt by the holders of Securities of a written fairness opinion from an investment banking firm of national prominence which is not an Affiliate of the Company or of any Stockholder and which is selected by the Company's Board of Directors that the consideration per share of Common Stock and Preferred Stock and per Note to be received by each holder of Securities is not less than the fair value thereof. In determining the amount of consideration per share payable to any Stockholder in connection with an Approved Sale, all consulting, noncompetition, investment banking or other fees payable to such Stockholder in connection with such Approved Sale shall be deemed to be part of the consideration payable to such Stockholder in such Approved Sale (other than any bona fide investment banking fees paid to the TA Stockholders in connection with any investment banking or advisory services rendered by them in connection with such Approved Sale).
Sample 1
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Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (i) upon the consummation of such sale, all of the Stockholders will receive the same form and amount of consideration per share of Class B Common Stock (determined on a fully-diluted basis), or if any such Stockholders are given an option as to the form and amount of consideration to be received per share of Class B Common Stock (determined on a fully-diluted basis), all Stockholders will be given the same option, (ii) at least 80% of the consideration per share of Class B Common Stock (determined on a fully-diluted basis) shall be paid in cash or marketable securities, (iii) the representations and warranties to be made by any Mezzanine Stockholder shall be limited to authority to sell the Mezzanine Securities and title to the Mezzanine Securities and (iv) the aggregate liability of each such Stockholder with respect to any indemnification obligations in connection with such Approved Sale shall be limited to the proceeds received by such Stockholder in connection with such Approved Sale.
Sample 1

Related to Received Consideration

  • 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.

  • Equity Consideration Effective on December 31, 2011, and at the end of each successive calendar year on December 31 thereafter, or as soon as reasonably practicable after each such December 31 (each a “Grant Date”) during the Term of this Agreement, and as part of the consideration for this Agreement and based on the achievement of the specific execution of responsibilities and performance of duties from the immediate prior year as may be determined by the Board, the Compensation Committee of the Board shall grant annually to Executive, non-qualified stock options with a Black Scholes value of Fifty Thousand Dollars ($50,000), with three year vesting, exercisable into shares of common stock of the Company, with an exercise price per share equal to “Fair Market Value” (as defined in the Company’s stock incentive plan) on the applicable Grant Date, which shares shall have a ten year expiration date from the Grant Date and a cashless exercise feature. One-third (1/3) of the options granted shall vest on the first anniversary of the applicable Grant Date, one-third (1/3) shall vest on the second anniversary of the applicable Grant Date, and the final one-third (1/3) shall vest on the third anniversary of the applicable Grant Date. Any unvested options will vest upon (i) a Change of Control as defined in and pursuant to Section 5.2(b) below, or (ii) any termination of Executive’s employment other than (a) termination by Executive, or (b) termination for Cause as defined in Section 5.1 below. In the event that the Executive is terminated for any reason other than (i) Cause, (ii) death or (iii) disability or retirement, each Option granted to such Participant, to the extent that it is exercisable at the time of such termination, shall remain exercisable for the 90 day period following such termination, but in no event following the expiration of its term. In the event of the termination of Executive’s employment for Cause, each outstanding option granted to Executive shall terminate at the commencement of business on the date of such termination. In the event that the Executive’s employment with the Company terminates on account of death, disability or, with respect to any non-qualified stock option, retirement of Executive, each option granted that is outstanding and vested as of the date of such termination shall remain exercisable by Executive (or Executive’s legal representatives, heirs or legatees) for the one year period following such termination, but in no event following the expiration of its term.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. Sl. No. Details Amount (Rs) 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) WITNESSES:

  • 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.

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

  • Additional Considerations For each mediation or arbitration:

  • 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.

  • 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.

  • 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.

  • Special Considerations Special considerations in determining allowability of compensation will be given to any change in a non-Federal entity's compensation policy resulting in a substantial increase in its employees' level of compensation (particularly when the change was concurrent with an increase in the ratio of Federal awards to other activities) or any change in the treatment of allowability of specific types of compensation due to changes in Federal policy.

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