Revised Consideration Clause Samples

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Revised Consideration. Any revised consideration is to be determined by agreement between the parties, otherwise by the terms of this Agreement, as provided under Articles 9 and 10. Cash Allowances:
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Revised Consideration. The Parties desire to revise the date the First Tranche of Stock Consideration is to be received by Seller, the form of consideration that Seller is to receive from Buyer on the Distribution Date and the amount of Stock Consideration to be received by Seller from Buyer by amending Sections 2.5(a)(ii), 2.5(a)(iii) and 2.5(b) of the Agreement. To effect the revisions, the Parties have agreed as follows: 2.1 Delete Section 2.5(a)(ii) in its entirety and replace with the following text: “(ii), subject to Section 2.5(b), 257,215 shares of InPhonic Common Stock having a value of Four Million One Hundred Thousand Dollars ($4,100,000.00) (“First Tranche of Stock Consideration”) (which number of shares was obtained by dividing (a) $4,100,000.00 by (b) $15.94;” 2.2 Delete Section 2.5(a)(iii) in its entirety and replace with the following text:
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Revised Consideration. The Investor will acquire the PPLH shares from the Vendor for the consideration of US$116,250,000 (instead of US$155,000,000).
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Revised Consideration. 2.1.1 The revised consideration for the Sale Shares shall be up to S$33,700,000 (“Revised Consideration”) instead of S$43,980,000. The Revised Consideration was arrived on a willing-buyer and willing-seller basis after the conduct of negotiations on an arm’s length basis between the Sellers and the Company, taking into account, inter alia, the revised Valuation Report issued by an independent valuer, BDO Advisory Pte Ltd, dated 29 April 2019 in respect of the value of the Target Group (“Revised Valuation Report”) following the finalisation of the respective Target Group Company’s audited financial statements ended 31 December 2018 (“Audited FY2018 Financial Results”) together with the existing outstanding orders secured and prevailing business risks and prospects within the construction industry. 2.1.2 It is recorded in the Revised Valuation Report that the Target Group has an indicative equity value between the range of S$41.1 million and S$49.8 million (“Revised IEV Range”). Based on the Revised Valuation Report, the Revised Consideration is at a 18.0% discount to the low end of the Revised IEV Range and a 32.3% discount to high end of the Revised IEV Range. 2.1.3 Based on the Audited FY2018 Financial Results, the net tangible asset value and the profit before tax of Rich-Link Construction, together with its subsidiary, Homeland Construction Pte. Ltd. (collectively the “RLC Group”) and RLB are as follows: RLC Group $20.6 million $7.2 million* RLB $2.5 million $0.3 million 2.1.4 Following the Revised Consideration for the Sale Shares, with the Issue Price remaining at S$0.006 as per the SPA dated 8 January 2019, the 1st Tranche Consideration Shares and the 2nd Tranche Consideration Shares have also been revised as follows: (a) on the Completion Date, the Company shall issue and allot an aggregate of 4,493,333,333 new Shares (“Revised 1st Tranche Consideration Shares”) at the Issue Price of S$0.006 for each new Share, with the aggregate value of the Revised 1st Tranche Consideration Shares being approximately S$26,960,000 (“Revised 1st Tranche Payment”). Each Seller is to be issued such number of Revised 1st Tranche Consideration Shares as set out below: WZW 3,992,410,060 RLG 500,923,273 (b) subject to the Alternative Payment Option (as defined below), on the 2nd Tranche Payment Date the Company shall issue and allot an aggregate of up to 1,123,333,334 new Shares (“Revised 2nd Tranche Consideration Shares”) at the Issue Price of S$0.006 for each new Share,...
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Revised Consideration. The consideration for the Sale Shares shall be US$116,250,000 (the “Revised Consideration”) instead of US$155,000,000.
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Related to Revised Consideration

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • 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.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Additional Considerations For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at ▇▇▇▇.▇▇▇.