Total Consideration Sample Clauses

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).
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Total Consideration. The definition of “Total Consideration” is amended and restated to read: “The total consideration paid and to be paid (which shall be deemed to include amounts paid or to be paid into escrow), directly or indirectly, regardless of how allocated or the form of consideration, to the Company or its security holders in connection with a Sale Transaction, including, without limitation: (i) cash; (ii) notes or debt (valued at face) or equity securities (which, if of the same class as securities which are publicly traded, shall be valued at the average of the last closing market price thereof on each of the five trading days prior to the closing of the Sale Transaction) and other property; (iii) the value of assumed, “cashed out” or substituted options, warrants or other rights to acquire capital stock (whether or not vested); (iv) any interest-bearing indebtedness, or capital lease obligations of the Company or others assumed by an acquiring party in an acquisition of assets or which remain outstanding at the time of the closing of the Sale Transaction in all other cases; (v) payments to be made in installments or otherwise deferred, including amounts held in escrow; (vi) contingent payments, related to future earnings or operations; (vii) any assets (whether cash, cash equivalents, securities or other property) of the Company which are paid in the form of dividends, capital distributions, partial or total liquidating distributions or otherwise to its security holders other than in the ordinary course of business; and (viii) any other form of consideration to be paid, including amounts over normal salaries, severance, salary continuances and executive retention programs, reimbursement for taxes, payments for non-competition agreements, confidentiality agreements, consulting agreements, license agreements and above market rentals. In the case of a recapitalization, Total Consideration includes the value of any capital stock of the Company or rights to acquire capital stock of the Company (whether or not vested) that roll over or otherwise remain outstanding following the Sale Transaction. The value of all non-cash consideration, other than consideration in the form of notes or debt, or equity securities, which are of a class which is publicly traded, shall be the fair market value thereof as mutually agreed by Executive and Company in writing, or if Executive and Company are unable to reach an agreement within 30 days after the closing of the Sale Transaction, as...
Total Consideration. “Total Consideration” is defined in Section 1.8(b) of the Agreement.
Total Consideration. The total consideration to be paid by Buyer to Seller for the Purchased Assets and the covenants of Seller in this Agreement shall be as follows (the "Purchase Price"):
Total Consideration. 9 3.1 Total Consideration............................................................................9 3.2 K-SCUs.........................................................................................9
Total Consideration. The “Total Consideration” to be paid by Purchaser for the Company Shares shall be equal to the sum of the Total Cash Consideration and the Total Earn-Out Consideration.
Total Consideration. The Parties agree that assuming the Non-Transferable Debt at Closing is USD 2.900.000,- (US Dollar two million nine hundred thousand) (including accrued interest), the total consideration (“Total Consideration”) payable by the Purchaser for the transfer of the Sale Shares and the assignment of the Transferable Shareholders Loan (including accrued interest) will be equal to USD 9.500.000,- (US Dollar nine million five hundred thousand) whereas if the Non-Transferable Debt of the Company at Closing is higher than USD 2.900.000,- (US Dollar two million nine hundred thousand) the Total Consideration will be decreased accordingly. For the purposes of the calculation of the Total Consideration the amount of the Non-transferable Debt shall be taken into account by using the HUF/USD medium foreign exchange rate of the Bank prevailing one Business Day before the Closing Date (“Exchange Rate”). For the avoidance of doubt it is agreed between the Parties that the amount of the Non-Transferable Debt and any repayment of shareholders loan in excess of the Permitted Repayment under Section 4.3 are the only factors which may result in the decreasing of the Total Consideration. The Total Consideration consists of two elements: cash consideration (“Cash Consideration”) and EuroWeb Shares (“Share Consideration”).
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Total Consideration. The total consideration payable by the Buyer to the Company Equityholders, on behalf of itself or the Surviving Corporation (the “Total Consideration”), shall be comprised of:
Total Consideration. In consideration for the Repurchased Shares, the Company shall pay to the Seller $15.50 per share of the Company’s common stock or $2,507,497.00 in the aggregate (the “Total Consideration”) for all of the Repurchased Shares. In connection with the Repurchase and as soon as reasonably practicable following the execution of this Agreement, (i) the Seller shall transfer to the Company through physical delivery or customary DTC electronic transfer all of the Repurchased Shares, which shall be duly endorsed to the Company, and (ii) the Company shall pay to the Seller the Total Consideration by wire transfer of immediately available funds to an account designated by the Seller prior to the Repurchase.
Total Consideration. “Total Consideration” shall mean a dollar amount equal to the sum of the Closing Stockholder Cash Consideration, the Closing Stockholder Stock Consideration and the Milestone Stock Consideration (with the Closing Stockholder Stock Consideration to be valued for this at the Share Price and the Milestone Stock Consideration to be valued for this at the Milestone Share Price).
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