Revised Item 3 of SECTION THREE, CONSIDERATION. The second sentence of the third paragraph of Section Three, Consideration, of the Technology License Agreement is revised as follows:
Delivery of Closing Consideration to Exchange Agent. Immediately following the Effective Time, BRPA will deliver or cause to be delivered to the Exchange Agent such number of shares of BRPA Common Stock equal to the aggregate Per Share Merger Consideration deliverable pursuant to this Agreement. The Exchange Agent will be deemed to be the agent for the Company Stockholders for the purpose of receiving the aggregate Per Share Merger Consideration and BRPA shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the aggregate Per Share Merger Consideration in accordance with the terms of this Agreement. Until they are distributed, the shares of BRPA Common Stock held by the Exchange Agent will be deemed to be outstanding from and after the Effective Time, but the Exchange Agent will not vote those shares or exercise any rights of a stockholder with regard to them. If any dividends or distributions are paid with regard to shares of BRPA Common Stock while they are held by the Exchange Agent, the Exchange Agent will hold the dividends or distributions, uninvested, until shares of BRPA Common Stock are distributed to the Company Stockholders, at which time the Exchange Agent will distribute the dividends or distributions that have been paid with regard to those shares of BRPA Common Stock to the former Company Stockholders.
No Consideration Absent Execution of this Agreement. Executive understands and agrees that the Company has no obligation to pay the consideration specified in Section 2 unless Executive executes this Agreement and the Bring Down Release, complies with the terms of this Agreement and does not revoke any portion of this Agreement. Executive acknowledges that the monies and benefits offered are valid and adequate consideration for the Executive’s commitments.
An award may be granted for no consideration, for the minimum consideration required by applicable law, or for such other consideration as the granting authority may determine.
“Annual Permitted Acquisition Consideration Cap” shall mean $10,000,000; provided that, Acquisition Consideration paid with Permitted Subordinated Debt will not count against the Annual Permitted Acquisition Consideration Cap.
If the Final Consideration exceeds the Estimated Closing Consideration (such excess, the “Excess Amount”), Sinclair will promptly (but in any event within three Business Days following the final determination of the Final Consideration) pay Emmis the Excess Amount by wire transfer of immediately available funds. If the Final Consideration is less than the Estimated Closing Consideration (such shortfall amount, the “Shortfall Amount”), Emmis will promptly (but in any event within three Business Days following the final determination of the Final Consideration) pay Sinclair the Shortfall Amount by wire transfer of immediately available funds.
Consideration. In consideration for the sale of the Shares, Purchaser shall deliver to Seller the following:
Section #4Title to Consideration Shares. The Purchaser is the sole record and beneficial owner of the Consideration Shares and has good and marketable title to the Consideration Shares, free and clear of all Encumbrances. Upon Closing, the Seller shall be the lawful record and beneficial owner of the Consideration Shares, free and clear of all Encumbrances.
Consideration for the Purchase of the Transferred Shares. On the Sale Closing Date, upon delivery by Sellers of the Transferred Shares to the Company, the Company shall pay each Seller the Purchase Price in the amounts set forth on Exhibit A hereto, by wire of immediately available funds to accounts specified by each Seller.
In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration the parties hereto agree as follows:
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