TRANSFER VALUE. The aggregate consideration to be paid by Company in exchange for the Assets (the "Transfer Value") shall be (A) an aggregate amount equal to (x) $51,300,000, minus (y) the Security Deposit Amount, minus (z) the aggregate amount set forth under the column "Reduction in Transfer Value" on Schedule X with respect to the Pending Transactions if consummated on or prior to the Escrow Closing Date and (B) 2,000 shares of Preferred Stock. The Transfer Value shall be calculated in accordance with the immediately preceding sentence by making reference to the notice to be delivered pursuant to Section 7.4(f) hereof. The Transfer Value before reduction by the aggregate amount of "Reduction in Transfer Value" amounts shall be allocated among the Assets in accordance with Schedule XVIII herein.
Appears in 2 contracts
Sources: Subscription Agreement (Echelon International Corp), Merger Agreement (Echelon International Corp)