Consideration Payable definition
Examples of Consideration Payable in a sentence
The components of the Consideration Payable are set out and contained in paragraph 9 of Schedule 1, are payable by the Purchaser against transfer on the Transfer Date.
If, after the Effective Time, a valid certificate previously representing any of such shares of the Company's capital stock (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.9.
Agency Fee And Other Consideration Payable To Agent...............................
For avoidance of doubt, actual amount to be paid at a Relevant Period may exceed the above-mentioned maximum Consideration Payable of the same Relevant Period due to the cumulative nature of the Consideration adjustment.
For purposes of this Agreement, the term “Estimated Aggregate Common Stock Merger Consideration Payable at Closing” means the Aggregate Common Stock Merger Consideration calculated using the amounts set forth on the Closing Estimate and Funds Flow Statement.
All Contingent Consideration due hereunder shall be issued or paid to the Sellers (pro rata, in accordance with their respective Earn-Out Portions) within 15 days after the relevant Contingent Consideration Payable Date.
For purposes of this Agreement, the term “Estimated Aggregate Merger Consideration Payable at Closing” means the Aggregate Merger Consideration calculated using the amounts set forth on the Closing Estimate and Funds Flow Statement.
Pursuant to the Supplemental Agreement, the Actual Profits or loss in a Relevant Period shall have cumulative effect and the Actual Profits/loss in a Relevant Period will be carried forward in determining the Aggregate Guaranteed Profits up to the next Relevant Period and the corresponding amount of the Consideration Payable to be satisfied by the Company to the Vendor.
The Cash Consideration Payable hereunder shall be reduced by the amount (the "Cash Consideration Adjustment") by which the value of the shareholders' equity as set forth on the Closing Trial Balance Sheet is less than $2,350,000.
The Joint Venture Agreement, the Convertible Notes, the Binding Term Sheet, the Note Instrument and the Letter are hereby incorporated by reference in their entirety into this Shareholder Agreement including the Remaining Consideration Payable to GGC (the “Remaining Consideration”).