Remaining Consideration Sample Clauses

Remaining Consideration the Purchaser shall pay the remaining consideration (US dollars equivalent to XXX 00 xxxxxxx) xxxxxxxx to the Earnout Schedule listed in Appendix VI hereof.
Sample 1
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Remaining Consideration. After the full payment of the ----------------------- Preferential Merger Shares pursuant to Section 1.7(a)(i), each holder of Company Preferred Stock and Company Common Stock shall be entitled to receive, in exchange for each share of Company Preferred Stock and Company Common Stock issued and outstanding immediately prior to the Effective Time held by them, that number of shares of Parent Common Stock equal to (x) the number of Total Merger Shares less the number of Preferential Merger Shares, multiplied by (y) a fraction, the numerator of which shall be the number of shares of Company Common Stock held or deemed to be held by such holder immediately prior to the Effective Time (assuming for this purpose full conversion of all outstanding shares of Company Preferred Stock into Company Common Stock), and the denominator of which shall be the Total Outstanding Shares (with the result rounded to four decimal places) (the "Exchange Ratio").
Sample 1
Remaining Consideration. Remaining Consideration" shall have the meaning specified in Section 3.1(d) of the Agreement.
Sample 1
Remaining Consideration a. In a proportion to be mutually agreed and payable in 12 months from the date of the signing of a definitive agreement (the “12 Month Period”), $40.0 million in cash and/or newly issued stock of the JVC which will (i) own, develop and operate Toukhmanuk and Getik, (ii) be a company listed on an exchange fully admitted to trading and (iii) have no liabilities, obligations, contingent or not, or commitments except pursuant to the Shareholders Agreement. GGC’s ownership in the JVC shall be the greater value of either 51% or the pro forma value of $40.0 million in newly issued stock of the JVC at the end of the 12 Month Period. As part of the $40 million in Remaining Consideration, CR may, at its election, substitute cash for stock in an amount of up to $12.5 million to increase its ownership at the end of the 12 Month Period based on a ratio of $784,314 per each 1% of stock. Any unused working capital from the Initial Consideration is to be added to the Remaining Consideration for payment to GGC. b. Net Smelter Royalty, if any, to be defined in the definitive agreement.
Sample 1
Remaining Consideration. Remaining consideration shall be paid in accordance with the payment method and schedule provided in Appendix III hereof.
Sample 1
Remaining Consideration. On the Effective Date, after the payment in full of the Merger Consideration as provided in Section 1.4(a)(i), Section 1.4(a)(ii), Section 1.4(a)(iii), and Section 1.4(a)(iv), each outstanding share of Preferred Stock, in addition to the consideration set forth in Section 1.4(a)(i), Section 1.4(a)(ii), Section 1.4(a)(iii), and Section 1.4(a)(iv), as applicable, but subject to the limitations provided in the Restated Certificate, shall also be converted into the right to receive an amount of cash (without interest) equal to, and each share of Common Stock shall be cancelled and extinguished, and automatically be converted into the right to receive upon surrender of the Certificate representing such share of Common Stock an amount in cash (without interest) equal to, the Remaining Consideration Per Share.
Sample 1

Related to Remaining Consideration

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

  • 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 $9,580,000., 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).

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • 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.

  • 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.

  • Stock Consideration 3 subsidiary...................................................................53

  • OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.

  • 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.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • 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.

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