Repayment of Consideration Sample Clauses

Repayment of Consideration. On or before the Effective Date of the rescission/disengagement, the Medical Group shall deliver to the Management Company the following:
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Repayment of Consideration. On or before the Effective Date of disengagement, the Disengaging Member shall deliver to the Management Company the following:
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Repayment of Consideration. On or before the Effective Date of the rescission of this Agreement, the Medical Group shall deliver to the Management Company the following:
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Repayment of Consideration. (i) In the event that the Medical Group elects to exercise its Rescission Option, the Medical Group shall cause each physician receiving capital stock of the Management Company as of the date hereof to, and each such physician shall, deliver to the Management Company, on or before the Rescission Effective Date, stock certificates representing an aggregate 230,004 shares of common stock of the Management Company, which shares were issued to each such physician pursuant to a Restricted Stock Agreement. Certificates delivered pursuant to this Section 14.1(c) shall be duly endorsed for transfer to the Management Company. In the event that any portion of the shares to be returned pursuant to this paragraph shall have been previously transferred by any such physician, the Fair Market Value of those previously transferred shares required to be returned, determined as of September 1, 2001, shall be payable by such physician to the Management Company in cash, by cashier's or certified check or by wire transfer of funds delivered to a depository institution designated by the Management Company. Notwithstanding anything contained herein to the contrary, the Medical Group will not be obligated to return to the Management Company any of the cash consideration received by the Medical Group pursuant to the Asset Purchase Agreement, except as set forth in paragraph (b) above.
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Repayment of Consideration. JDA enters into this Agreement in reliance upon the Release of All Claims given by Executive in Section 3 above. In the event that Executive brings any claims or proceedings, (whether statutory or otherwise), relating to employment with JDA or any affiliate, or the termination thereof, against JDA, any affiliate, its or their employees, officers or shareholders, other than an age discrimination claim under the Age Discrimination in Employment Act, Executive agrees to repay to JDA on demand and in full the payment received pursuant to Section 2 above to the fullest extent permitted by law. To the extent, JDA cannot obtain from Executive the immediate repayment of the sum received pursuant to Section 2 above, the sum shall be recoverable as a debt, together with all costs, including legal costs, incurred by JDA in recovering the sum and/or in relation to any claims or proceedings so brought by Executive, and together with interest thereon for the period commencing on the date the sum was paid to Executive and ending on the date JDA receives repayment of such monies in full, such interest to be calculated at the prevailing Prime Rate published in the Wall Street Journal on the date the said sum was paid to Executive.
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Repayment of Consideration. On or before the Rescission Effective Date, the Medical Group shall deliver to the Management Company the cash consideration received by the Medical Group from the Management Company pursuant to this Agreement and the Asset Purchase Agreement less the aggregate amount of the Management Fees paid to the Management Company hereunder; provided, however, that the portion of such consideration attributed to the A/R Amount (as defined in the Asset Purchase Agreement), as adjusted pursuant to Section 2.3 thereof, shall not be returned to the Management Company.
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Repayment of Consideration. In the event that the Medical Group elects to exercise its Rescission Option, the Medical Group shall pay to the Management Company $2,974,184.55, half of which shall be payable in cash, by cashier's or certified check or by wire transfer of funds delivered to a depository institution designated by the Management Company and the other half of which shall be payable by delivery of a promissory note from the Medical Group to the Management Company, which note shall bear interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time and shall be payable in full 12 months after the Rescission Effective Date.
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Repayment of Consideration. JDA enters into this Agreement in reliance upon the warranty given by Employee in Section 3 above. In the event that Employee brings any claims or proceedings, (whether statutory or otherwise), relating to employment with JDA or any affiliate, or the termination thereof, against JDA, any affiliate, its or their employees, officers or shareholders, Employee agrees to repay to JDA on demand and in full the payment received pursuant to Section 2 above. This sum shall be recoverable as a debt, together with all costs, including legal costs, incurred by JDA in recovering the sum and/or in relation to any claims or proceedings so brought by Employee, and together with interest thereon for the period commencing on the date the sum was paid to Employee and ending on the date JDA receives repayment of such monies in full, such interest to be calculated at the prevailing Prime Rate published in the Wall Street Journal on the date the said sum was paid to Employee.
Sample 1
Repayment of Consideration. In the event that the Medical Group elects to exercise its Rescission Option, the Medical Group shall cause each physician receiving capital stock of the Management Company as of the date hereof to, and each such physician shall, deliver to the Management Company, on or before the Rescission Effective Date, stock certificates representing that number of shares of common stock of the Management Company as is set forth opposite such physician's name on Annex A attached hereto, which shares were issued to each such physician pursuant to a Restricted Stock Agreement. Certificates delivered pursuant to this Section 13.6(d) shall be duly endorsed for transfer to the Management Company. In the event that any portion of the shares to be returned pursuant to this paragraph shall have been previously disposed of by any such physician, the Fair Market Value (as defined in the Restricted Stock Agreement) of such portion, determined as of the Rescission Effective Date, shall be payable by each such physician to the Management Company in cash, by cashier's or certified check or by wire transfer of funds delivered to a depository institution designated by the Management Company. Notwithstanding anything contained herein to the contrary, the Medical Group will not be obligated to return to the Management Company any of the cash consideration received by the Medical Group pursuant to the Asset Purchase Agreement, except as set forth in paragraph (c) above.
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Related to Repayment of Consideration

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

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Computation of Consideration To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

  • Form of Consideration The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. To the extent permitted by Applicable Laws, consideration may consist entirely of:

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

  • Adequacy of Consideration Executive acknowledges and agrees that Executive has received adequate consideration from United HealthCare to enter into this Agreement.

  • Aggregate Consideration 10.1 Agreement.......................................................................

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