Satisfaction by Equity Consideration Sample Clauses

Satisfaction by Equity Consideration. During the eighteen (18) month period following the Closing Date, except as set forth in Section 6.8(a)(i), Buyer shall satisfy any indemnification obligations of Seller for money damages by the cancellation of the Equity Consideration issued to Seller in connection with this Agreement (an “Equity Consideration Cancellation”), with such Equity Consideration Cancellation occurring such that $10.00 of Losses shall be deemed satisfied for each Class A Unit and each $10.00 of Class A Capital (the “Equity Consideration Valuation”). Following such eighteen (18) month period, Seller may satisfy any indemnification obligations of Seller for money damages in cash; provided, that in the event Seller has not satisfied such obligations in cash within 10 Business Days, Buyer shall satisfy such indemnification obligations of Seller by Equity Consideration Cancellation in accordance with the Equity Consideration Valuation. For the avoidance of doubt, in the event that the cancellation of the Equity Consideration pursuant to this Section 9.3(d) is insufficient to satisfy Seller’s indemnification obligations hereunder, Buyer and the other Buyer Indemnified Parties shall be entitled to satisfy such obligations from Seller without limitation as to the form or source of recovery.
Sample 1
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Related to Satisfaction by Equity Consideration

  • 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.

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

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

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

  • Transaction Consideration The Transaction Consideration;

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

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

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

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