SHARES AND CONSIDERATION; ESCROW Sample Clauses

SHARES AND CONSIDERATION; ESCROW. In consideration of the rights of the Company and the obligations, representations and warranties of Hymedix as set forth in the License Agreement, the Company hereby agrees to issue and deliver to Hymedix 200,000 shares of Common Stock of the Company (the "Shares"), subject to the terms of this Agreement. Promptly upon execution of this Agreement, the Company shall deliver to Hymedix, or instruct its transfer agent to deliver to Hymedix, one or more certificates representing the Shares (the "Certificates"). Upon receipt of the Certificates, Hymedix shall deliver the Certificates and four executed Assignments Separate from Certificate with respect to the shares represented by the Certificates (the "Assignments") to the Company, both to be held by the Company pursuant to the terms of this Agreement for a two-year vesting period. The Company will accept the Assignments only in the event that the Shares are forfeited pursuant to Section 5 of this Agreement (such an event, a "Forfeiture"). Upon the expiration of each six months during the two-year vesting period, if no Forfeiture has occurred, the Company shall release 50,000 Shares represented by the Certificates and one of the Assignments and deliver them to Hymedix. Notwithstanding the foregoing, the Company may place stop- transfer instructions with respect to any unvested portion of the Shares during the two-year vesting period.
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Related to SHARES AND CONSIDERATION; ESCROW

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

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

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

  • 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.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • 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.

  • 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.

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

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