Exchange of Consideration Sample Clauses

Exchange of Consideration. The parties shall exchange consideration pursuant to this agreement as follows: 2.1 IMAGENéT shall transfer to ▇▇▇▇▇▇▇▇ 203,271,200 shares of common stock of IMAGENéT.

Exchange of Consideration. (a) At the Closing, AOL shall deliver to WorldCom, or, if so directed by WorldCom, to CompuServe, a certificate or certificates representing all of the outstanding ANS Shares, duly endorsed or accompanied by a stock assignment separate from certificates which shall have been duly executed in blank. (b) In exchange for the transfer of the ANS Shares as provided herein: (i) The following shall apply as to the cash consideration (the "Cash Consideration"): WorldCom shall deliver or cause CompuServe to deliver to AOL and/or its designee or designees One Hundred Seventy-Five Million Dollars ($175,000,000) by wire transfer of immediately available funds at the Closing, to an account or accounts designated at least two Business Days prior to the Closing Date by AOL by written notice to WorldCom, subject to the following adjustments: (A) the adjustment with respect to the AOL Unvested Stock Options as provided in Section 1.9(a), (B) the adjustment with respect to the WorldCom (ANS) Stock Options as provided in Section 1.9(b), (C) an adjustment in favor of AOL in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), representing a reimbursement of expenses incurred by AOL in connection with discussions, negotiations and other actions concerning the previously-contemplated transaction with CompuServe, and (D) an adjustment in favor of WorldCom in the amount of Five Million Dollars ($5,000,000) relating to amounts to be paid to certain employees of ANS as provided in Section 1.6(a), plus customary additional employer direct costs incurred by ANS resulting from such payments to employees such as the employer portion of FICA payments (but not including withholding taxes); (ii) WorldCom shall cause CompuServe, CompuServe-Ohio and other appropriate CompuServe Entities to execute and deliver to AOL and/or its designee or designees at the Closing a ▇▇▇▇ or bills of sale in substantially the form attached hereto as Exhibit A (the "▇▇▇▇ of Sale") and other appropriate instruments of transfer, pursuant to which CompuServe shall sell, convey, assign and deliver to AOL and/or its designee or designees all right, title and interest of CompuServe, CompuServe-Ohio and other appropriate CompuServe Entities in and to the CompuServe Assets; and (iii) WorldCom shall, and shall cause CompuServe, CompuServe-Ohio and the other appropriate CompuServe Entities to, execute and deliver to AOL and/or its designee or designees at the Closing, and AOL shall execute and deliver t...

Exchange of Consideration. 8.1 In reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, the following exchanges are made as of the Completion Date:

Exchange of Consideration. 2 1.4 Delayed Assets and Liabilities.......................................... 3 1.5

Exchange of Consideration. 6 2.1 Consideration by HarnCo..........................................6 2.2 Consideration by MHE LLC.........................................6

Exchange of Consideration. In exchange for (i) cancellation in full of all of the Warrants and (ii) the release set forth in paragraph B below, NPTI agrees on the Closing Date (a) to issue to the CapEx Parties 500,000 shares of NPTI common stock in the aggregate (the "CapEx Warrant Shares") and (b) to release each of the CapEx Parties on the terms set forth in paragraph C below. In exchange for (1) issuance to the CapEx Parties of the CapEx Warrant Shares and (2) the release set forth in paragraph C below, each of the CapEx Parties agrees on the Closing Date (x) to surrender in order that NPTI may cancel in full all of the Warrants and (y) to release NPTI on the terms set forth in paragraph B below. The CapEx Warrant Shares shall be issued as follows: (i) 303,536 Warrant Shares shall be issued to CapEx, (ii) 57,302 Warrant Shares shall be issued to Bow River I and (iii) 139,162 Warrant Shares shall be issued to Bow River II.

Exchange of Consideration. Shareholders of WCI (the "WCI Shareholders") listed on Exhibit B attached hereto, shall be entitled to receive, in the aggregate, 2,415,001, shares of PhoneTel Common Shares and 530,534 shares of PhoneTel Preferred Shares in exchange for all the assets of WCI and the WCI Common Shares pursuant to the Merger. Certificates representing the PhoneTel Preferred Shares and the PhoneTel Common Shares shall be delivered to WCI to be delivered to the WCI Shareholders as soon as practicable after Closing in accordance with the number of shares set forth opposite each WCI shareholder's name on Exhibit B.

Exchange of Consideration. In exchange for all of the Issued Company Shares, the Parent shall deliver (i) Three Hundred and Fifty Thousand (350,000) shares of Common Stock of the Parent, (ii) a cash payment of Five Hundred Thousand ($500,000) Dollars, and (iii) a Promissory Note in the amount of Five Hundred Thousand Dollars, due December 31, 2001 (subject to mandatory prepayment upon the closing of an initial public offering of the Parent's Common Stock) (collectively referred to as the "Merger Consideration"). The Merger Consideration shall be delivered by the Parent as instructed by the Company; provided, however, that the $500,000 shall be paid $200,000 upon consummation of the Merger and $100,000 on each of June 30, 2000, September 30, 2000 and December 31, 2000. The 100,000 shares delivered by the Parent, as set forth herein, shall be "restricted stock", shall not be registered under the Securities Act of 1933, as amended (the "Act") and the Parent shall have no obligation to effect any registration thereof C. Section 6.01 of the Merger Agreement shall be amended, so that as amended, it shall read as follows:

Exchange of Consideration. 3 2.5 Merger Consideration; Escrow...........................................................4 2.6 Adjustment.............................................................................6