Asset Purchase Consideration Sample Clauses

The Asset Purchase Consideration clause defines the total amount and form of payment that the buyer will provide to the seller in exchange for the assets being acquired. This clause typically outlines whether the consideration will be paid in cash, shares, promissory notes, or a combination thereof, and may specify payment schedules, adjustments, or conditions tied to the final amount. Its core function is to ensure both parties have a clear, mutual understanding of the value exchanged in the transaction, thereby reducing the risk of disputes over payment terms.
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Asset Purchase Consideration. (a) The consideration to be paid by Buyer and Newco at Closing (the “Purchase Price”) for the Acquired Assets shall equal to (i) five (5) times trailing earnings before income taxes, depreciation and amortization (EBITDA) of Seller for the trailing 12 months prior to July 31, 2004, as set forth on Schedule 2.2(a) of the Disclosure Schedule, subject to the adjustments set forth in Section 2.2(b) below. (b) In the event that the shareholder equity of Seller as of the Closing Date (the “Closing Shareholder Equity”) is less than the greater of: (i) Seven Hundred Sixty-One Thousand Six Hundred Forty-Four Dollars ($761,644) which is the shareholder equity of Seller as of May 31, 2004 or (ii) Seven Hundred Eight Thousand Eight Hundred Fifty-None Dollars ($708,859) which is the shareholder equity of Seller as of July 31, 2004 (the higher of (i) and (ii) being referred to as the “Base Shareholder Equity”), an adjustment to the Purchase Price shall be made within thirty (30) days after the Closing Date by reducing the Purchase Price by an amount equal to the difference between the Base Shareholder Equity and the Closing Shareholder Equity (the “Reduction Amount”). The Reduction Amount to which Buyer is entitled shall be paid out of the Cash Holdback and the Holdback Shares in accordance with the Escrow Agreement (as hereinafter defined). In the event that the aggregate of the Cash Holdback and the Holdback Shares held in escrow is insufficient to pay the Reduction Amount in full, then Seller shall pay Buyer such deficiency in cash within thirty (30) days after such adjustment. (c) At Closing, seventy-five percent (75%) of the Purchase Price shall be paid in cash or certified funds or bank wire transfer (the “Cash Purchase Price”) and twenty-five percent (25%) of the Purchase Price shall be paid in Common Stock (the “Stock Purchase Price”), as valued in accordance with Section 2.2 (c )(iv) as follows: (i) Four Hundred Fifty Thousand Dollars ($450,000) in cash (the “Cash Holdback”) shall be deposited into escrow pursuant to the escrow agreement by and among Buyer, Seller, Shareholders and Associated Bank, substantially in the form of Exhibit A hereto (the “Escrow Agreement”), by certified or bank check or bank wire transfer; (ii) One Hundred Fifty Thousand Dollars ($150,000) in Common Stock (the amount of which shall be determined by dividing $150,000 by the Fair Market Value per share of Common Stock) (the “Holdback Shares”) shall be deposited into escrow pursuant to...
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Asset Purchase Consideration. At Closing, in consideration for the sale, transfer, conveyance, assignment, and delivery of the Acquired Assets by the Company to the Purchaser, and the assumption by the Purchaser of the Assumed Liabilities from the Company, the Company shall be entitled to receive, in the manner described in Section 2.4 below, Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00), subject to post-Closing adjustment as provided in Section 2.7 below (the "ASSET PURCHASE CONSIDERATION").
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Asset Purchase Consideration. In the event that the Asset Purchase is consummated, subject to the holdback provisions set forth in Section 1.5, the set-off rights of the Purchaser pursuant to Sections 1.8 and 8.5 and completion of the milestones set forth in this Section 1.4, the Purchaser shall make the purchase price payments, in aggregate Two Million Seven Hundred Thousand Dollars ($2,700,000.00) plus a percentage of Net Product Revenue, to the Company as set forth in this Section 1.4 and subject to the terms of Section 1.4, 1.6 and 1.7.
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Asset Purchase Consideration. At the Asset Purchase Closing, and subject to the terms and conditions of this Agreement, in consideration of the Asset Purchase and the Corning Cash Contribution, Avanex shall issue and deliver to Corning that number of duly authorized, validly issued, fully paid and nonassessable shares of Avanex Common Stock equal to the product of (A) 0.17, multiplied by (B) the quotient obtained by dividing (x) that number of shares of Avanex Common Stock outstanding immediately prior to the Asset Purchase Closing and the Share Acquisition Closing by (y) 0.55, or in the event that Parent receives cash in substitution for a portion of the shares of Avanex common stock pursuant to Section 2.9, one minus the sum of 0.17 and the actual percentage of shares to be issued to Parent. Following the date hereof and prior to the Asset Purchase Closing, Corning and Avanex shall use commercially reasonable efforts to agree on an allocation of a portion of the Asset Purchase Consideration to the Purchased Corning Assets located in Italy for Italian tax purposes.
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Asset Purchase Consideration. In full consideration for the transfer of the Acquired Assets, ▇▇▇▇▇▇ shall (i) pay to Associated Bank, National Association the approximate sum of no greater than Three Hundred Thousand Dollars ($300,000) on the promissory note dated November 15, 2008 executed by Next Generation (the “Associated Bank Note”), (ii) assume the Assumed Liabilities and (iii) issue and deliver to Next Generation and Research, in the aggregate, six hundred thousand (600,000) shares of ▇▇▇▇▇▇’▇ common stock, par value $0.01 per share (the “▇▇▇▇▇▇ Common Shares”), of which three hundred thousand (300,000) ▇▇▇▇▇▇ Common Shares shall be subject to the Escrow Agreement set forth in Section 2.3 herein (the “Purchase Price”). ▇▇▇▇▇▇ hereby approves the transfer and assignment of the ▇▇▇▇▇▇ Common Shares from Research to Next Generation and from Next Generation to its members, subject to the execution and delivery by such members to ▇▇▇▇▇▇ of the investment representations set forth in Section 5.10.
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Asset Purchase Consideration. (a) The consideration to be paid by Buyer and Buyer Parent, as applicable, at Closing (the "Purchase Price") for the Acquired Assets shall consist of: (i) 66,500,000 shares of Common Stock to be paid to the Seller (the "Primary Consideration"); (ii) 5% of the outstanding shares of Sub Common Stock (the "Sub Consideration"); (iii) 5,000,000 shares of Common Stock, to be allocated to the employees set forth on Schedule 2.2(a)(iii), as a retention bonus to Seller's employees (the "Retention Shares"); (iv) $620,000 to be paid in Common Stock (the "Covenant Shares") which shall be determined by dividing such amount by the Fair Market Value per share of Common Stock and which shall be paid to ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ according to Schedule 2.2(a)(iv) as payment of severance; (v) $1,000,000 to be paid in Common Stock (the "Additional Investment Shares") which shall be determined by dividing such amount by the Fair Market Value per share of Common Stock and which shall be paid to the Company; (vi) $448,154.16 in deferred compensation to be paid in cash to the employees of Seller listed on Schedule 2.2(a)(vi); and (vii) the assumption by Buyer of the Assumed Liabilities. (b) The consideration to be paid by Buyer at the one (1) year anniversary of the Closing (the "Holdback Consideration") for the Acquired Assets shall consist of: (i) 7,150,000 shares, which shall be retained by Buyer from the Primary Consideration described in Section 2.2(a)(i) (the "Escrowed Shares"), pursuant to the Holdback Agreement by and between Buyer and Seller, substantially in the form of Exhibit A to this Agreement (the "Holdback Agreement"), minus any claims for indemnification made pursuant to Article VII hereof.
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Related to Asset Purchase Consideration

  • 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.

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero. (b) The purchase price for securities (other than the capital stock of any Acquired Subsidiary, Shared-Loss Securities, FRB and FHLB stock) purchased under Section 3.1 by the Assuming Institution shall be the market value thereof as of Bank Closing, which market value shall be (i) the market price for each such security quoted at the close of the trading day effective on Bank Closing as published electronically by Bloomberg, L.P., or alternatively, at the discretion of the Receiver, IDC/Financial Times (FT) Interactive Data; (ii) provided, that if such market price is not available for any such security, the Assuming Institution will submit a bid for each such security within three days of notification/bid request by the Receiver (unless a different time period is agreed to by the Assuming Institution and the Receiver) and the Receiver, in its sole discretion will accept or reject each such bid; and (iii) further provided in the absence of an acceptable bid from the Assuming Institution, each such security shall not pass to the Assuming Institution and shall be deemed to be an excluded asset hereunder. (c) Qualified Financial Contracts shall be purchased at market value determined in accordance with the terms of Exhibit 3.2(c). Any costs associated with such valuation shall be shared equally by the Receiver and the Assuming Institution.

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

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Settlement Consideration 4.1 Subject to the procedures in Sections 6 and 7 below, and in compromise of disputed claims and in consideration of this Agreement, as well as additional consideration described in this Agreement, the Parties have agreed that in exchange for a release by the Releasing Persons of the Released Persons of Released Claims, entry of Final Judgment as contemplated herein, and dismissal with prejudice of the Action, Defendant shall make the following payments: 4.1.1 Subject to the terms, limits, conditions, coverage limits, and deductibles of policies, Class Members who timely file valid Claim Forms by the Claims Deadline will be paid Claim Settlement Payments in an amount equal to the Nonmaterial Depreciation that was withheld from ACV Payments and not subsequently paid; 4.1.2 For Class Members identified under subsections 4.1.1 above, simple interest at the rate of 6% per annum on the Nonmaterial Depreciation determined under subsections 4.1.1, from the date of each respective ACV Payment to the Effective Date; 4.1.3 For Class Members identified under subsections 4.1.1 and for whom all Nonmaterial Depreciation that was withheld from ACV Payments was subsequently paid, simple interest at the rate of 6% per annum on Nonmaterial Depreciation that was initially withheld from ACV payments, from the date of each ACV Payment from which Nonmaterial Depreciation was withheld to the date all Nonmaterial Depreciation was paid; 4.1.4 Subject to the conditions set forth in this Agreement, attorneys’ fees and expenses that are awarded by the Court to Class Counsel; 4.1.5 Subject to the conditions set forth in this Agreement, service awards that are awarded by the Court to the Representative Plaintiffs. 4.1.6 The costs of Class Notice and settlement administration, as provided in this Agreement; and 4.1.7 The reasonable fees incurred by the Neutral Evaluator, as provided in this Agreement. 4.2 Until such time as the foregoing payments are made, all sums to be paid by Defendant shall remain under the control and ownership of Defendant or Defendant’s independent contractors. Neither Class Members nor any other Person shall have any right to or ownership or expectation interest in Claim Settlement Payments or any other sums unless and until timely and eligible claims of Class Members have been submitted and checks in payment of same have been issued and timely negotiated by Class Members, as described in this Agreement. For any payment that has not been timely negotiated by a Class Member, that Class Member’s rights to that payment shall be forfeited by the Class Member, and all rights to any such payments shall be governed by the Defendant’s general escheatment procedures and in accordance with the laws of the applicable states.