Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. (a) Subject to the terms and conditions of this Agreement and in particular, subject to Sections 2.2(c) and 2.12, the Purchase Consideration for all of the Purchased Shares shall be comprised of: (i) a number of Village Farms Shares (the “Share Tranche 1 Consideration”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher of (A) US$12.00 or (B) the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 1 Issuance Price”), a portion of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plus (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, divided by (B) a price per Village Farms Share equal to the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 2 Issuance Price”), plus (iii) cash in an amount equal to $19,900,000, minus (i) the Debt Cash Repayment, minus (ii) the Closing Transaction Expenses, minus (iii) $2.5 million, which amount shall be held in escrow in accordance with the Escrow Agreement (the “Escrowed Cash”), (collectively, the “Closing Cash Payment”). (b) Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid pursuant to this Agreement. (c) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed Shares) shall be issued pursuant to this Agreement and the number of Village Farms Shares to be issued at any time to a Seller or to the Escrow Agent hereunder shall be rounded up or down to the nearest whole number, if applicable.

Purchase Consideration. At the Closing, the Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration: (a) Subject the Buyer will make the following payments of the cash portion of the Estimated Closing Purchase Consideration by wire transfer of immediately available funds in accordance with such wire instructions as provided by the Seller pursuant to Section 2.03 hereof: (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow Agent. (b) the Parent will issue and deliver to the Seller or to other Persons designated in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt of the Parent Shareholder Approval, (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant to the terms and conditions of this Agreement such Warrant) and in particular(ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to Sections 2.2(c) customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and 2.12the Seller, the Purchase Consideration for all of the Purchased Shares shall be comprised of: (i) a number of Village Farms Shares (the “Share Tranche 1 Consideration”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher of (A) US$12.00 or (B) the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day each in its sole discretion, prior to the Closing Date (the each, a “Share Tranche 1 Issuance PriceWarrant Share”), a portion with each Warrant Recipient to pay as consideration for the exercise of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by such Warrant the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plusWarrant Exercise Price. Moreover: (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of $10,000,000US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company will issue to the holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty percent (50%) of the Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall include a price per Village Farms Share equal customary cashless exercise mechanism, and subject to the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as receipt of the last trading day prior to Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date ("Warrant Expiration Date"); (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Securities Act of 1933, as amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Share Tranche 2 Issuance PriceWarrant Shares Registration”)) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, plus (iii) cash in an amount equal to $19,900,000, minus as amended; provided that (i) in the Debt Cash Repaymentevent the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, minus the Parent may suspend the Warrant Shares Registration during the period commencing thirty (30) days prior to the Parent’s good faith estimate of the filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Closing Transaction ExpensesWarrant Shares Registration and during any period in which the Warrant Shares Registration is suspended pursuant to clause (i), minus (iii) $2.5 millionabove, or in which amount shall the Warrant Shares Registration may cease to be held in escrow effective in accordance with applicable law, the Escrow Agreement Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (the “Escrowed Cash”D), (collectively, the “Closing Cash Payment”).below; (bD) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid pursuant to this Agreement. (c) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed Shares) shall be issued pursuant to this Agreement and the number of Village Farms Shares to be issued at any time to a Seller or to the Escrow Agent hereunder shall contrary set forth above, Seller agrees that no Warrant may be rounded up or down to the nearest whole numberexercised, if applicableand no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtained.

Purchase Consideration. In consideration of the purchase of the Assets and each Seller's and each Stockholder's covenants and agreements set forth in this Agreement, Buyer agrees (a) Subject to pay to Sellers an aggregate amount of cash equal to the Cash Consideration, of which (i) an amount equal to the Cash Consideration less the Cash Holdback shall be delivered on the Closing Date and (ii) the Cash Holdback shall become an element of the Holdback Amount and, upon the terms and conditions of this Agreement and in particular, subject to Sections 2.2(cthe conditions specified in Section 11, be delivered promptly after the Determination Date and (b) and 2.12, to issue to Sellers the Purchase Share Consideration for all distribution to the Investor, of the Purchased Shares shall be comprised of: which (ix) a number of Village Farms Shares (the “Share Tranche 1 Consideration”) corresponding to an aggregate issuance price shares of $22,100,000 divided by a price per Village Farms Share Parent Common Stock equal to the higher of (A) US$12.00 or (B) Share Consideration less the ten (10)-day VWAP of Village Farms Shares traded Holdback will be delivered on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date and (y) the “Shares Holdback shall become an element of the Holdback Amount and, upon the terms and subject to the conditions specified in Section 11, be delivered promptly after the Determination Date. Notwithstanding the foregoing, Buyer shall have the right, in its sole discretion, to pay to Sellers, in lieu of issuing the Share Tranche 1 Issuance Price”Consideration pursuant to clause (b) of the immediately preceding sentence, an aggregate amount of cash equal to $2,516,968 (Two Million Five Hundred Sixteen Thousand Nine Hundred Sixty-Eight Dollars), a portion of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 2,091,968 (Two Million divided by the Share Tranche 1 Issuance Price Ninety-One Thousand Nine Hundred Sixty-Eight Dollars) shall be held in escrow (the “Escrowed Shares”), plus (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, divided by (B) a price per Village Farms Share equal to the ten (10)-day VWAP of Village Farms Shares traded delivered on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date and $425,000 (the “Share Tranche 2 Issuance Price”), plus (iii) cash in an amount equal to $19,900,000, minus (i) the Debt Cash Repayment, minus (ii) the Closing Transaction Expenses, minus (iii) $2.5 million, which amount shall be held in escrow in accordance with the Escrow Agreement (the “Escrowed Cash”), (collectively, the “Closing Cash Payment”). (b) Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid pursuant to this Agreement. (c) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed SharesFour Hundred Twenty-Five Thousand Dollars) shall be issued constitute the Shares Holdback and, upon the terms and subject to the conditions specified in Section 11, delivered promptly after the Determination Date. The Parties agree that all Shares of Parent Common Stock acquired by the Investor pursuant to this Agreement and (including, without limitation, any shares of Parent Common Stock constituting a portion of the number of Village Farms Shares to be issued at any time to a Seller or to the Escrow Agent hereunder Holdback), shall be rounded up or down deemed to have been acquired by the nearest whole number, if applicableInvestor on the Closing Date for purposes of Rule 144(d)(3)(iii) under the Securities Act.

Purchase Consideration. The aggregate purchase price to be paid by Buyer for the Purchased Assets (the “Purchase Price”) shall be payable to Seller, or any third party designee of Seller, in cash and stock of ASTV, as follows: (a) Subject to the terms and conditions of this Agreement and in particular, subject to Sections 2.2(c) and 2.12, the Purchase Consideration for all of the Purchased Shares shall be comprised of: (i) a number of Village Farms Shares (the “Share Tranche 1 Consideration”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher of (A) US$12.00 or (B) the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to On the Closing Date Date, Buyer will pay to Seller One Million Five Hundred Sixty Thousand Dollars (the “Share Tranche 1 Issuance Price”), a portion of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plus (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, divided by (B) a price per Village Farms Share equal to the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 2 Issuance Price”), plus (iii) cash in an amount equal to $19,900,000, minus (i) the Debt Cash Repayment, minus (ii) the Closing Transaction Expenses, minus (iii) $2.5 million, which amount shall be held in escrow in accordance with the Escrow Agreement (the “Escrowed Cash”), (collectively, the “Closing Cash Payment”1,560,000). (b) Notwithstanding anything else As part of the consideration for the Purchased Assets, HNHI previously issued to Seller and its designees, Five Million (5,000,000) unregistered shares of common stock of HNHI (all shares issued to Seller by either HNHI or to be issued to Seller by ASTV shall be referred to as “Shares”). Subsequent to the issuance of the Shares, ASTV, in October, 2011, undertook a one-for-twenty reverse stock split. Accordingly, Seller, as of the Closing Date, owns Two Hundred Fifty Thousand (250,000) Shares. A new stock certificate for such post-reverse stock split Shares will be issued and delivered on the Closing Date upon submission to Buyer of the pre-split certificate. Buyer acknowledges and agrees that the 250,000 Shares referenced in this Section 2.5(b) of this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion having been held for more than one year since issue, are now unrestricted and freely transferrable as of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid pursuant to this AgreementClosing Date. (c) Notwithstanding anything else On the Closing Date, ASTV will deliver to Seller Two Hundred Fifty Thousand (250,000) new Shares in such denominations as agreed by the parties. Those Shares will be subject to a one-year lock-up agreement in the form attached hereto as Exhibit “B.” (d) Seller may designate certain persons to receive directly a portion of its Shares described in paragraphs (b) and (c) above. Those persons shall agree in writing that they shall be obligated to treat those Shares in the same manner in which Shares are treated under this Agreement, only whole Village Farms including but not limited to, the sale provisions hereof, and that they shall promptly communicate any sale of such Shares and the appropriate sale information to Seller, who shall promptly transmit that information to Buyer. All other transfers of Seller’s Shares shall be in accordance with applicable state and federal securities laws. (including e) On the Closing Date, ASTV will deliver to Seller Two Hundred Fifty Thousand (250,000) new Warrants at an exercise price of Sixty-Four Cents ($.64) for greater clarity a period of three (3) years from the Escrowed Closing Date. The Warrants shall be subject to piggy-back registration rights. (f) Buyer previously has paid to Seller Fifty Thousand Dollars ($50,000) in cash or other immediately available funds. (g) Commencing not later than April 1, 2012, and for each of the succeeding four years, Buyer shall contribute in the names of SOTV/▇▇▇▇▇▇▇▇ the amount of Ten Thousand Dollars ($10,000) per year, for a total contribution of Fifty-Thousand Dollars ($50,000), to The ▇▇▇▇▇▇▇ Cancer Center in Tampa, Florida. Seller acknowledges that payment of $10,000 of this amount previously has been made to The ▇▇▇▇▇▇▇ Cancer Center. (h) Buyer also previously issued to Seller, or its designee, One Million (1,000,000) warrants to acquire additional shares of ASTV, at an exercise price equal to Thirty-five Cents ($.35), exercisable at any time and with an expiration date five (5) years from the date of issue. Following the one for twenty reverse stock split, that grant shall constitute Fifty Thousand (50,000) warrants to acquire Shares at an exercise price reduced to One Dollar ($1.00) each for a period of five (5) years from the new issue date. (i) The Parties agree that the shares of common stock can be sold in accordance with Rule 144 of the Securities Act subject to the lock-up Agreement attached as Exhibit B. If ASTV undertakes a registration of its shares with the U.S. Securities and Exchange Commission, Seller shall have “piggy-back registration rights” with respect to its Shares. (j) Notwithstanding any other provision of this Agreement, from the Closing Date through December 31, 2014 and if Seller continues to own during that time at least 250,000 Shares that it has received under the terms of this Agreement, Seller shall have anti-dilution protection on all of its Shares that it has received or will receive pursuant to this Agreement. If any shares of common stock of ASTV are issued by ASTV during that time frame, Seller shall be issued additional Shares to maintain its proportional ownership in ASTV. The foregoing anti-dilution protection shall not apply to the issuance of Shares pursuant to this Agreement and the number exercise of Village Farms Shares to be any warrants that have been issued at any time to a Seller or by ASTV to the Escrow Agent hereunder shall be rounded up or down to the nearest whole number, if applicableClosing Date.

Purchase Consideration. (a) Subject to the terms conditions and conditions adjustments hereinafter set forth, the total purchase consideration for the Assets (the “Purchase Consideration”) shall be the sum of this Agreement (i) $3,070,000, which amount is based on figures currently available, q.v. Section 2.5(b), and in particular, is subject to Sections 2.2(cadjustment pursuant to Section 2.8, Section 2.9 and Section 2.10 hereof (the “Cash Portion of the Purchase Consideration”), and (ii) and 2.12, the amount of the Assumed Liabilities. (b) The Cash Portion of the Purchase Consideration for all of the Purchased Shares shall be comprised ofpaid as follows: (i) a number The sum of Village Farms Shares Three Hundred Four Thousand Dollars ($304,000) plus the amount of any Sales Tax Escrow Amount (together with any other amounts added by subsequent written agreement of the parties, collectively, the “Escrow Amount”) shall be deposited into escrow pursuant to the terms of an Escrow Agreement in the form of Exhibit A hereto attached (the “Share Tranche 1 ConsiderationEscrow Agreement”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher of ), pending (A) US$12.00 or completion of Closing Date Balance Sheet and the calculation of the Final Net Acquired Assets Value, pursuant to Sections 2.6 and 2.8, (B) the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as collection of the last trading day prior Accounts Receivable by Purchaser pursuant to Section 2.9, and (C) the Closing Date (disbursement of the “Share Tranche 1 Issuance Price”), a portion of which equal Customer Overpayments Fund pursuant to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plusSection 2.10; (ii) a number Any amounts to be payable at Closing to third parties, such as ▇▇ ▇▇▇▇▇▇-▇▇▇▇▇, for the release of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, divided by (B) a price per Village Farms Share equal to the ten (10)-day VWAP of Village Farms Shares traded outstanding Encumbrances on the NASDAQ or another exchange according Assets, which are not Permitted Encumbrances shall be withheld by Purchaser and paid to Bloomberg such creditors by wire transfer, as agreed upon by Purchaser and Seller, as part of the last trading day prior to the Closing Date (the “Share Tranche 2 Issuance Price”), plusClosing; and (iii) cash in an amount equal to $19,900,000, minus (i) The balance of the Debt Cash Repayment, minus (ii) Portion of the Closing Transaction Expenses, minus (iii) $2.5 million, which amount Purchase Consideration shall be held paid by Purchaser to Seller at Closing to an account designated in escrow in accordance with the Escrow Agreement (the “Escrowed Cash”), (collectively, the “Closing Cash Payment”). (b) Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid pursuant to this Agreementwriting by Seller. (c) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed Shares) shall be issued All amounts payable by Purchaser pursuant to this Agreement and the number of Village Farms Shares to be issued at any time to a Seller or to the Escrow Agent hereunder Section 2.3 shall be rounded up or down to the nearest whole number, if applicablepaid by wire transfer of immediately available funds.