Consideration to be Received Sample Clauses

Consideration to be Received. The consideration to be received by the Tag-Along Party shall be the same form and amount of consideration per Tag-Along Security to be received by the Transferring Seller, and the terms and conditions of the Tag-Along Sale shall be the same as those upon which the Transferring Seller sells its Tag-Along Securities.
View SourceView Similar (5)
Consideration to be Received. (i) In the event that immediately prior to the consummation of any Drag-Along Transaction, Pinnacle (together with its Entity Affiliates) owns ten percent (10%) or less of the Equity Voting Power, then the consideration to be received by Pinnacle pursuant to such Drag-Along Transaction shall be solely in the form of cash, regardless of the form of consideration per Equity Security to be received by Harbinger based on the transaction value per Equity Security designated in the applicable Drag-Along Transaction. (ii) In the event that immediately prior to the consummation of a Drag-Along Transaction in which some or all of the consideration to be received by Harbinger and Pinnacle is non-cash consideration, Pinnacle (together with its Entity Affiliates) owns in excess of ten percent (10%) of the Equity Voting Power, then the consideration to be received by Pinnacle shall be the same form and amount of consideration per Equity Security to be received by Harbinger, and the terms and conditions of such sale shall be the same as those upon which Harbinger sells its Equity Securities. (A) Notwithstanding the foregoing in Section 3.3(c)(ii), Pinnacle shall have the right, with respect to one-half of the aggregate non-cash consideration that Pinnacle is compelled to receive pursuant to such Drag-Along Transaction, to require Harbinger to purchase in cash from Pinnacle up to US$75,000,000 of the non-cash consideration received by Pinnacle based on the transaction value per Equity Security designated in the applicable Drag-Along Transaction. In order to exercise this right, Pinnacle must provide Harbinger with written notice within ten (10) Business Days following the date the Drag-Along Notice is received by Pinnacle pursuant to Section 3.3(b), or otherwise Pinnacle shall be deemed to have forfeited any rights to require such purchase. In lieu of making any cash payment otherwise required to be made by Harbinger to Pinnacle pursuant to the first sentence of this clause (A), Harbinger shall have the right, but not the obligation, to deliver one or more promissory notes to Pinnacle issued by Harbinger (1) having an aggregate principal amount equal to the amount of such cash payment otherwise so required, (2) bearing a rate of interest equal to two percent (2%) per annum, (3) having a term of no later than one hundred and twenty (120) days from the closing date of the Drag-Along Transaction, (4) containing such terms and conditions (in addition to the aforementioned pr...
View SourceView Similar (5)
Consideration to be Received. BY INTERSECT 3.1
View Source

Related to Consideration to be Received

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • The Consideration 9.1. In consideration for the successful completion of the Works, the timely supply of the R350HT Rails and the fulfillment of all of Supplier's obligations pursuant to this Agreement including, without limitation, the Warranty and all accompanying services and equipment to ISR's full satisfaction as required in accordance with the terms and conditions of this Agreement, Supplier shall be entitled to receive payment in accordance with the Consideration Annex attached hereto as Annex B (the “Consideration”). 9.2. Consideration shall be the final, complete and inclusive price that shall be paid to Supplier for the design, manufacture, preservation treatment, supply, delivery, unloading and Warranty of the R350HT Rails and the execution of all the Works pursuant to this Agreement, exclusive only of VAT. Other than as set forth herein, the Supplier shall not be entitled to receive any additional payments in connection with the performance of its obligations hereunder. The Consideration is inclusive of all taxes (other than VAT), license fees, royalties, or any other costs or expenses of any kind related to the provision of the R350HT Rails and/or to the Works. ISR shall not be charged with any further payments in connection with the Supplier’s execution of any of its obligations and undertakings under this Agreement. 9.3. Value added tax, to the extent applicable, shall be added to any payment made by ISR to Supplier hereunder, subject to the issuance of a tax invoice on ISR’s name, in accordance with the law. All amounts payable to the Supplier under this Agreement shall be paid in Euros (€). 9.4. For the removal of any doubt, it is hereby clarified that all taxes, fees, duties, licenses, costs or other payments that are to be paid in connection with the exportation, supply and delivery of the R350HT Rails, including but not limited to all types of importation and custom duties and services, such as transportation costs, customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" or "הינק סמ" ), wharf fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers and unloading at the Site, Israeli customs duties, port handling fees (in Hebrew "Dmei ▇▇▇▇▇" or "לוטינ ימד" ), port infrastructure fees (in Hebrew "Dmei Tashtit" or "תיתשת ימד"), cam locks for discharging the R350HT Rails at port, supervision while discharging at port, discharging terms at port, etc. shall be considered as part of the Consideration and shall be borne solely by Supplier.

  • POPULATION TO BE SERVED In accordance with the Contract, Contractor is required, within the limits of the Contractor’s service capacity, to serve individuals who meet the financial and clinical eligibility criteria for Seriously Emotionally Disturbed (SED) children and adolescents eligible for services as described in the DARHMA manual.

  • Consideration a. Per the Interlocal Cooperation Act, Texas Government Code, § 791.025, or other applicable law, the DIR Customer satisfies the requirement to seek competitive bids for the purchase of goods and/or services. b. DIR agrees to allow DIR Customer to procure information resources technologies through existing Vendor contracts and Vendor contracts that DIR may enter into during the term of this interlocal cooperation contract, in accordance with specifications submitted through purchase orders from Customer. All DIR Vendor contracts shall be made available to the DIR Customer via the DIR Internet web site. DIR Customers utilizing the Cooperative Contracts shall issue a Purchase Order directly to the relevant Vendor. DIR Customers utilizing a DIR Contract for which DIR is the fiscal agent, the DIR Customer’s Purchase Order shall be issued to DIR. c. DIR Customer agrees to notify DIR of any substantial problems in quality or service in relations with a vendor under a DIR vendor contract.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.