Common use of Exchange of Consideration Clause in Contracts

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 to CompuServe, the appropriate CompuServe Entities and WorldCom at the Closing, the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement").

Exchange of Consideration. In reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, on the Closing Date: (a) At the Closing, AOL shall The Purchaser will deliver to WorldCom, or, if so directed the Seller by WorldCom, to CompuServe, a certificate certified or certificates representing all bank check or by wire transfer the sum of the outstanding ANS Shares, duly endorsed S500,000. Closing by mail or accompanied by a stock assignment separate from certificates which courier shall have been duly executed in blankrequire wire transfer. (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 As provided in Section 1.9(a)Article I, (B) the adjustment with respect to the WorldCom (ANS) Stock Options as provided in Section 1.9(b)Seller will assign, (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 transfer and deliver to AOL and/or its designee or designees at the Closing a ▇▇▇▇ or bills Purchaser all 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 Seller's right, title and interest of CompuServe, CompuServe-Ohio and other appropriate CompuServe Entities in and to the CompuServe Assets; and, which Assets shall be free and clear of all liens, charges, encumbrances, security interests, restrictions and adverse rights of any kind arising or created on or after February 25, 1994. Purchaser shall not be required to pay any transfer taxes. All Assets shall be delivered FOB Seller's place of business, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Paramus, New Jersey, except those Assets listed in SCHEDULE 7.2(b) attached hereto which shall be delivered FOB the location specified in said SCHEDULE 7.2(b). (iiic) WorldCom shallThe Purchaser shall assume the contractual liabilities of Seller for customer purchase contracts and supply orders which it has not rejected, as provided in Section 1.3 hereinabove, by one or more agreements in the form of EXHIBIT 1.3 attached hereto. (d) The Purchaser and Seller shall enter into the Non-Competition Agreement in the form of EXHIBIT 1.4 attached hereto. (e) The Purchaser and Seller shall enter into the License Agreement in the form of EXHIBIT 1.5 attached hereto. (f) The Purchaser and Seller shall enter into the Sales Service Consulting Agreement in the form of EXHIBIT 1.6 attached hereto. (g) The Seller will deliver to the Purchaser the various certificates, instruments and documents referred to in Article V above. (h) The Purchaser will deliver to the Seller the various certificates, instruments, and shall cause CompuServe, CompuServe-Ohio and the other appropriate CompuServe Entities to, execute and deliver documents referred to AOL and/or its designee or designees at the Closing, and AOL shall execute and deliver to CompuServe, the appropriate CompuServe Entities and WorldCom at the Closing, the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement")Article Vl above.

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 ▇▇▇▇ bill or bills of sale in substantially the form attached hereto as Exhibit A (the "▇▇▇▇ Bill of Sale") and other appropriate instruments of transfer, pursuant to which CompuServe shall sell, conveyco▇▇▇▇, assign and deliver to AOL and/or its designee or designees all right, title ▇▇▇▇e and interest of CompuServe, CompuServe-Ohio and other appropriate CompuServe Entities in and to the CompuServe Assets; and 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 to CompuServe, the appropriate CompuServe Entities and WorldCom at the Closing, the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement").