Noncash Consideration Sample Clauses

Noncash Consideration. In case any Additional Shares of Common Stock or Convertible Securities or any rights or options to purchase any Additional Shares of Common Stock or Convertible Securities shall be issued for a consideration in a form other than cash, the amount of such consideration shall be deemed to be the Fair Value thereof.
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Noncash Consideration. If the Tendered Agreement provides for --------------------- any noncash consideration, Holder may pay cash equal to the fair market value of the noncash consideration, as agreed to by Owner and Holder or, failing their agreement, as determined in accordance with Section 6.
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Noncash Consideration. If Licensee receives from Sublicensees anything of value in lieu of cash payments in satisfaction of payment of obligations under the sublicense and this Agreement, then Licensee shall determine the cash value of such consideration in good faith and shall pay Licensors based on such cash value as set forth in Section 4.
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Noncash Consideration. If Astra receives from Sublicensees anything --------------------- of value in lieu of cash payments in satisfaction of payment of obligations under the Sublicense and this License Agreement, then Astra shall determine the cash value of such consideration in good faith and shall pay Licensors based on such cash value as set forth in Section 4.
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Noncash Consideration. To the extent that Gross License Fees or Technology Products Revenues include noncash consideration, Serologicals shall, upon the receipt of such noncash consideration, pay to the Partner Representative an amount in cash equal to the fair market value thereof; and to the extent such noncash consideration is illiquid and has a value in excess of $2,000,000 in a calendar year, Serologicals shall have the option to issue a note (or notes) in payment of any Earnout Payments relating thereto. The fair market value of the noncash consideration shall be determined by the Board of Directors of Serologicals in good faith. Such note (or notes) shall be payable no later than three (3) years after issuance and shall bear an interest rate equal to 200 basis points above the rate being paid by Serologicals to its principal working capital lender.
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Noncash Consideration. In any Dissolution, if the consideration received by the Corporation or its shareholders is other than cash, its value for purposes of this Section 3 will be determined as follows:
Sample 1

Related to Noncash Consideration

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

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

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • 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

  • 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 $8,275,000, 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).

  • 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.

  • 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.

  • 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.

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