Consideration for the Transferred Assets Clause Samples

Consideration for the Transferred Assets. In consideration for the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, the Buyers shall pay to the Corporation an aggregate purchase price (the "Purchase Price") as follows: (a) At the Closing, the Buyers shall deliver to the Corporation: (i) the shares of StaffMark common stock, $.01 par value (the "StaffMark Common Stock") set forth in the certificate delivered by the Corporation herewith (the "Purchase Price Certificate"), based on the Agreed Value (collectively, the "Shares"); and (ii) the amount of cash set forth in the Purchase Price Certificate, said cash to be payable in immediately available funds by wire transfer (the sum of the values of items (i) and (ii) are collectively referred to as the "First Purchase Price Payment"); (b) At the Closing, the Buyers shall deposit into escrow with Mercantile Bank National Association, St. Louis, Missouri, the number of the Shares equal to 10% of the First Purchase Price Payment based on the Agreed Value, as further set forth in the Purchase Price Certificate, pursuant to an escrow agreement, the form of which is attached hereto as Exhibit B (the "Escrow Agreement"); (c) The Buyers shall pay to the Corporation the amount of cash and StaffMark Common Stock pursuant to and in accordance with the Earnout Agreement, the form of which is attached hereto as Exhibit C (the "Earnout Agreement"); (d) For purposes of this Agreement, the term "Agreed Value" shall mean the ten (10) day average for the last reported sale price of the StaffMark Common Stock as reported on the Nasdaq Stock Market's National Market ending on the last business day immediately preceding the date of this Agreement; and

Consideration for the Transferred Assets. In consideration ---------------------------------------- for the transfer of the Transferred Assets and assumption of the Assumed Liabilities (defined below) upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), the Buyer shall pay or deliver to the Sellers the following (collectively, the "Purchase Price"): (i) Two Million Dollars ($2,000,000) in cash (the "Cash Component"), (ii) Buyer's Subordinated Promissory Note in the principal amount of Eight Hundred Thousand Dollars ($800,000) in the form attached as Exhibit 1.02(a); --------------- (iii) 900,000 shares of Buyer's restricted common stock, $.01 par value per share (the "Shares"), subject to the restrictions set forth in the Stockholders Agreement described in Section 6.10; and (iv) Three Million Eight Hundred and Seven Thousand Four Hundred and Seventy Dollars ($3,807,470) in cash (the "Cash Payoff Component"), which shall be applied solely to the payment of the liabilities set forth on Schedule 1.02(a); provided, however, that the Cash ---------------- Payoff Component shall be reduced if and to the extent that any compromise or settlement of such liabilities is effected on or prior to the time of Closing; and provided further that any compromise or settlement of such liabilities shall be made in accordance with Section 4.16.

Consideration for the Transferred Assets. In consideration for the conveyance of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Buyer, in addition to assuming the Assumed Liabilities, will pay to the Seller an aggregate consideration of Five Million and 00/100 Dollars ($5,000,000.00) (the "Purchase Price"). Upon the execution of this Agreement, the Buyer shall deposit the sum of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) with the Seller (the "Signing Deposit"). On March 1, 1997, the Buyer shall deposit the further sum of One Million and 00/100 Dollars ($1,000,000.00) with the Seller (the "Additional Deposit"). The Signing Deposit and the Additional Deposit are herein collectively referred to as the "Deposit." The Deposit shall be secured as provided in Section 1.08 hereof. The balance of the Purchase Price shall be paid at Closing. The total consideration paid by the Buyer to the Seller for the Transferred Assets shall be allocated among the Transferred Assets pursuant to a written allocation mutually agreed to between the Buyer and the Seller prior to the Closing. The Buyer and the Seller shall file all information returns, income tax returns and other similar documents with appropriate taxing authorities, including the Asset Acquisition Statement on Form 8594 required by Section 1060 of the Internal Revenue Code of 1986, as amended, in a manner consistent with such written allocation.

Consideration for the Transferred Assets. In consideration for the License Agreement and the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, ChemGenics shall issue to PerSeptive an aggregate of 9,792,679 shares (the "Shares") of ChemGenics' common stock, $.001 par value per share (the "Common Stock"). Of such Shares, 979,268 shares shall be issued to PerSeptive as an earnout payment (the "Earnout Shares") for services, equipment use, supplies and other PerSeptive assets for a period of three (3) years following the Closing Date, as more fully set forth in the Consulting and Interim Services Agreement. If any of the services, equipment, supplies and other PerSeptive assets are not provided during such three-year period in accordance with the terms of the Consulting and Interim Services Agreement, PerSeptive shall forfeit certain of the Earnout Shares in accordance with the formula set forth in the Consulting and Interim Services Agreement. PerSeptive shall be deemed to have earned the Earnout Shares unless ChemGenics provides to PerSeptive a written notice of failure to provide required services, equipment, supplies or other assets, and PerSeptive PERIOD SHARES SUBJECT TO FORFEITURE From the Closing Date until the 1st Anniversary Date 979,268 From 1st Anniversary Date to 2nd Anniversary Date 652,844 From 2nd Anniversary Date to 3rd Anniversary Date 326,422 After 3rd Anniversary Date 0 In further consideration for the transfer of the Transferred Assets, PerSeptive shall receive a warrant (the "Warrant"), to purchase 4,896,335 shares of Common Stock at a price of $5.00 per share. The Warrant will be for a term of four years from the Closing and will adjust for stock splits, stock dividends and similar capital transactions and shall contain other customary terms and conditions satisfactory to the parties. PerSeptive may cause the Shares, the Warrant or the Common Stock issued upon exercise of the Warrant to be transferred to one of its wholly-owned subsidiaries, provided that PerSeptive shall retain 100% of the ownership and voting control of such subsidiary as long as such subsidiary holds the Shares, the Warrant or shares of Common Stock issued upon exercise thereof.

Consideration for the Transferred Assets. In consideration for the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall assume the Assumed Liabilities pursuant to Section 1.3 hereof and shall pay to the Seller aggregate up-front consideration of $10,000,000 (the "Up-Front Purchase Price") plus the Earn-Out calculated in accordance with Appendix A (collectively, the "Purchase Price") as follows: (a) At Closing, Buyer shall deliver to the Sellers cash in the amount of 75% of the Up-Front Purchase Price of which $1.0 million will be placed in a four month escrow with Mercantile Bank National Association, St. Louis, Missouri, as set forth in the Escrow Agreement in substantially the form of Exhibit D (the "Escrow"); and (b) At Closing, Buyer shall issue the Stockholders that number of shares of common stock of StaffMark which is equal to dividing 25% of the Up-Front Purchase Price by the average closing price of StaffMark common stock as published in The Wall Street Journal on the ten trading days immediately preceding the date hereof (the "Shares"). The Shares shall be issued to each Stockholder as set forth on Schedule 1.2 attached hereto. The Shares shall be subject to a Lock-Up and Registration Rights Agreement in substantially the form of Exhibit E (the "Lock-Up and Registration Rights Agreement").

Consideration for the Transferred Assets. The USTC Shares to be issued in connection with the Asset Acquisition will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens and preemptive rights. The certificates representing such shares will be in due and proper form.

Consideration for the Transferred Assets. In consideration for the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall assume the Assumed Liabilities pursuant to Section 1.3 hereof and shall pay to the Seller an aggregate purchase price of SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS ($7,200,000) (the "Purchase Price"). The Purchase Price shall be payable upon the Closing Date as follows:

Consideration for the Transferred Assets. Subject to [Section 7.3], the aggregate purchase price (the "Purchase Price") payable by the Buyer to the Buyer at the Interim Closing shall be 80 million shares of common stock of the Buyer, valued for purposed of this transaction at $0.001 per share or $80,000.

Consideration for the Transferred Assets. In consideration for the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, the Buyers shall pay to the Corporation an aggregate purchase price (the "Purchase Price") as follows: (a) At the Closing, StaffMark shall deliver to the Corporation: (i) the shares of StaffMark common stock, $.01 par value (the "StaffMark Common Stock") set forth in the certificate delivered by the Corporation herewith (the "Purchase Price Certificate"), based on the Agreed Value (collectively, the "Shares"); and (ii) the amount of cash set forth in the Purchase Price Certificate, said cash to be payable in immediately available funds by certified check or wire transfer; and (b) At the Closing, StaffMark shall deposit into escrow with Mercantile Bank National Association, St. Louis, Missouri, an amount of cash equal to 10% of the Purchase Price, as further set forth in the Purchase Price Certificate.