Amount and Form of Consideration Sample Clauses

Amount and Form of Consideration. (a) Subject to the adjustments set forth in Section 2.3 (as adjusted, the “Purchase Price”), the aggregate consideration to be paid by the Buyer for the purchase and sale of the Purchased Equity Interests is an amount equal to $85,000,000.00 (the “Enterprise Value”), minus (i) the Estimated Indebtedness (other than the Repaid Indebtedness), minus (ii) the Estimated Selling Expenses, minus (iii) the RSU Value, and minus (iv) an amount equal to the Retention Bonus (such amount, the “Initial Purchase Price”). (b) At the Closing, the Purchase Price will be paid to, or for the benefit of, the Sellers as follows: (i) an amount of the Purchase Price equal to $34,000,000.00 (the “Note Amount”) will be paid to the ▇▇▇▇▇▇▇ Trusts pursuant to the issuance by the Buyer of a promissory note and guaranty (the “Note & Guaranty”), in the form attached hereto as Exhibit B, in favor of the ▇▇▇▇▇▇▇ Trusts, with an original aggregate principal amount equal to the Note Amount; (ii) an amount of the Purchase Price equal to $4,000,000.00 (the “Share Amount”) will be paid to the ▇▇▇▇▇▇▇ NING pursuant to the issuance by Parent of a number of restricted shares of Parent Common Stock, calculated by dividing the Share Amount by the Average Parent Stock Price (the “Stock Consideration”), which shall be issued to the ▇▇▇▇▇▇▇ NING pursuant to Section 3.4; provided, that at Parent’s election no fractional 13 4893-2596-7688v2 EMAIL\25717007 shares of Parent Common Stock shall be issued, if any, and the ▇▇▇▇▇▇▇ NING shall be entitled to receive the nearest whole share of Parent Common Stock rounded upwards; and (iii) an amount of the Purchase Price equal to (A) the Purchase Price, minus (B) the Holdback Amount, minus (C) the Note Amount, and minus (D) the Share Amount, will be paid by or on behalf of the Buyer to the Seller Representative (on behalf of and for further distribution to the Sellers), by bank wire transfer of immediately available funds to an account designated by the Seller Representative not less than three (3) Business Days prior to the Closing; provided, that, at the Closing, the Buyer shall be entitled to use cash in the Acquired Companies’ bank accounts (as set forth on Schedule 5.26) to fund (on behalf of the Buyer and in satisfaction of the Buyer’s obligation pursuant to this Section 2.2(b)(iii) to the extent so paid) some or all of the cash portion of the Purchase Price payable pursuant to this Section 2.2(b)(iii), and the Sellers shall cause the Acquired Companies to...

Amount and Form of Consideration. The consideration to be paid by Purchaser to Seller in full consideration of the Purchased Equity Interests and the Purchased Assets shall consist of: (a) U.S.$ 2,300,000,000.00 (the “Initial Cash Consideration”) in cash, subject to adjustment as set forth in Section 2.3 and 6.12 (the Initial Cash Consideration, as so adjusted, the “Final Cash Consideration”), to be paid in the manner and at the time set forth in Sections 2.2 and 2.3; and (b) the assumption by Purchaser and/or one or more of its Designated Affiliates on and as of the Closing Date of the Assumed Liabilities.

Amount and Form of Consideration. On the Closing Date (i) in consideration of Magellan's transfer and contribution of the Contributed Assets to OpCo, OpCo shall deliver to Magellan fifty percent (50%) of the issued and outstanding capital equity interests in OpCo (the "MAGELLAN INTEREST"), and (ii) in consideration of Crescent's transfer and contribution of the Crescent Contribution to OpCo, OpCo shall deliver to Crescent fifty percent (50%) of the issued and outstanding capital equity interests in OpCo (the "CRESCENT INTEREST").

Amount and Form of Consideration. The consideration to be paid by Purchaser to Seller and its Subsidiaries (other than an Acquired Company) in full consideration of the Purchased Shares and the Purchased Assets shall consist of: (a) U.S.$1,105 million (the "INITIAL CASH CONSIDERATION") in cash, subject to adjustment as set forth in Section 2.3 (the Initial Cash Consideration, as so adjusted, the "FINAL CASH CONSIDERATION"), to be paid in the manner and at the time set forth in Sections 2.2 and 2.3; and (b) the assumption by Purchaser on and as of the Closing Date of the Assumed Liabilities.

Amount and Form of Consideration. The consideration to be paid by Purchaser to Seller and its Subsidiaries (other than an Acquired Company) in full consideration of the Purchased Shares and the Purchased Assets shall consist of: (a) U.S.$1,024.5 million, consisting of (i) U.S.$950 million (the "INITIAL CASH CONSIDERATION") in cash, subject to adjustment as set forth in Section 2.3 (the Initial Cash Consideration, as so adjusted, the "FINAL CASH CONSIDERATION"), to be paid in the manner and at the time set forth in Sections 2.2 and 2.3, and (ii) a note issued by Affinia Group Holdings Inc., a Delaware corporation and the indirect parent of Purchaser ("Parent"), substantially in the form attached hereto as Exhibit K in the principal amount of U.S.$74.5 million (the "NOTE"), subject to adjustment as set forth in Section 2.3, to be delivered by Purchaser to Seller at the Closing; and (b) the assumption by Purchaser on and as of the Closing Date of the Assumed Liabilities." A new Exhibit K is hereby added to the Agreement in the form attached as Exhibit 2 to this Amendment.

Amount and Form of Consideration. (a) The purchase price to be paid by Buyer to the Sellers in consideration of the Shares shall be an amount (the "Initial Purchase Price") in cash equal to: (i) $104,000,000; plus (ii) the sum of (A) the amount of the Initial Net Working Capital and (B) the Excess Tax Benefit Amount; minus (iii) the sum of (A) the Bank Credit Facility Pay-off Amount, (B) the Subordinated Notes Pay-off Amount, (C) the Investment Banking Fee Amount, (D) the Other Transaction Costs Amount, and (E) the Management Compensation Amount other than the portion thereof payable to Sellers pursuant to Section 6.4(a). (b) The final purchase price to be paid by Buyer to Sellers in consideration of the Shares shall be the Initial Purchase Price, as adjusted by virtue of the payment by Buyer or Seller of the Net Working Capital Adjustment Amount in accordance with Section 3.3 (the "Purchase Price"). (c) The Purchase Price shall be allocated (i) first to the Preferred Shares, to the extent of the full face amount and preferred return thereon and (ii) second, to the Common Shares. (d) Subject to Section 3.4, the Purchase Price shall be paid to Sellers in such proportions as the Seller Representative shall specify in a written notice, which shall be delivered to Buyer by the Seller Representative at least two Business Days prior to the Closing Date.

Amount and Form of Consideration. In consideration for the contribution of the Assets, NestBuilder agrees to issue to RealBiz one hundred (100) shares of NestBuilder common stock.

Amount and Form of Consideration. Subject to Section 2.10, the consideration to be paid by AHD to ATN at the Closing in full consideration of the Purchased Equity Interests and the Purchased Assets shall consist of: (a) 23,379,384 newly issued AHD Common Units; (b) $30,000,000 in cash; and (c) the assumption by AHD on and as of the Closing Date of the Assumed Liabilities.

Amount and Form of Consideration. The purchase price to be paid by Buyer to Seller in consideration of the Shares (subject to the purchase price adjustment provisions of Section 3.3) is $92,545,200 in United States dollars. The purchase price to be paid by Buyer to Seller in consideration of the Limited Partner Interest (subject to the purchase price adjustment provisions of Section 3.3) is $934,800 in United States dollars. Buyer and Seller will bear equally the cost of any documentary, stamp, sales and excise or other Taxes (other than income Taxes, including without limitation, Texas franchise tax, which shall be payable by Seller) payable in respect of the transfer of the Shares or the Limited Partner Interest.