Closing Stock Sample Clauses

Closing Stock. At any time on or prior to the one- year anniversary of the Closing or during an "Unlisted Period" (as defined below), that Shareholder shall offer, and Buyer shall accept, a sufficient amount of the Shareholder's Buyer Common Stock received as of the Closing in the Merger ("CLOSING STOCK"), valued at $7.50 per share, as to pay the Shareholder's portion of the Non-Ceiling Claims. Except during an Unlisted Period, the Shareholder may not offer, and Buyer need not accept, Closing Stock after the one-year anniversary of the Closing.
Sample 1
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Closing Stock. Neither Xxxx nor any of the Sellers shall, directly or indirectly, sell, transfer, assign, pledge, mortgage, exchange, hypothecate or grant a security interest in (in each case, whether with or without consideration, whether voluntarily or involuntarily or by operation of Law, a “Transfer”) the Closing Stock until the third-year anniversary of the Closing Date. Any direct or indirect Transfer by Xxxx or any of the Sellers following the third-year anniversary of the Closing Date shall be in compliance with the Securities Exchange Act.
Sample 1
Closing Stock. At the Closing, ATS shall issue to Seller that number of shares of common stock of ATS (the "Closing Stock") that is equal to the quotient obtained by dividing (i) One Million Five Hundred Thousand Dollars ($1,500,000) (the "Stock Portion") by (ii) the average of the closing bid and asked prices of the common stock of ATS quoted in the over-the-counter market in which the common stock of ATS is traded for the five (5) trading days immediately prior to the Closing Date (the "Conversion Price"); provided, however, that the Conversion Price shall not be less than $0.25 per share, nor more than $0.35 per share. The Closing Stock shall be held in escrow pursuant to the Escrow Agreement until the date that is twenty-four (24) months after the Closing Date, at which time it will be delivered to Seller. The Stock Portion shall be subject to offset in an amount equal to any Damages for which Buyer or ATS is entitled to be indemnified pursuant to this Agreement, but only if and to the extent that the principal balance of the Long-term Note has been reduced to zero. The Stock Portion shall not be subject to offset for any downward adjustment contemplated by Section 7.3 hereof.
Sample 1
Closing Stock. The "Closing Stock" shall be 1,250,000 shares of ------------- ------------- Parent Common Stock (as appropriately adjusted to reflect the effect of any stock split, stock dividend, reorganization, recapitalization or the like with respect to the Parent Common Stock occurring after the date hereof and prior to the Effective Time). A portion of the shares of Closing Stock shall be placed into an Escrow Fund pursuant to Article VII of this Agreement.
Sample 1
Closing Stock. At the Closing, Parent shall make appropriate book entries evidencing issuance to Seller of the shares of Parent Common Stock comprising the Closing Stock Merger Consideration.
Sample 1
Closing Stock. At the Closing, Two Rivers shall issue and deliver to EASBY 30,000,000 shares (the “Closing Stock”) of common stock, $0.001 par value, of Two Rivers (“Two Rivers Common Stock”) determined as set forth in this Agreement.
Sample 1
Closing Stock. Promptly following execution and delivery of this Agreement, ATS shall issue to Provider Two Hundred Thousand (200,000) shares of common stock of ATS (the " Closing Stock "), such amount being equal to the quotient obtained by dividing Fifty Thousand Dollars ($50,000), by $0.25. The Closing Stock shall be subject to a twenty-four (24)-month lock up period, during which time Provider shall not sell, assign, pledge, encumber, hypothecate, or in any other manner transfer any of the Closing Stock or any right or interest therein, whether voluntarily or by operation of law. In order to enforce the foregoing covenant, ATS may impose a restrictive legend on each certificate representing the Closing Stock and a stop-transfer instructions with respect to the Closing Stock until the end of such period. Immediately following the twenty-four (24) month lock up period, ATS shall, upon written request, take such steps as may be reasonably necessary, if any, to remove the restrictive legend and stop-transfer instructions on such Closing Stock, and provided it is to be sold in compliance with Rule 144, the Closing Stock will be tradeable on the over-the counter market or other market in which ATS stock is then being traded.
Sample 1
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Closing Stock. Duly issued certificates for the Closing Stock.
Sample 1

Related to Closing Stock

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

  • After-Acquired Shares All of the provisions of this Agreement shall apply to all of the shares of capital stock of Company now owned or which may be issued to or acquired by a Stockholder in consequence of any additional issuance (including, without limitation, by exercise of an option or any warrant), purchase, exchange, conversion or reclassification of stock, corporate reorganization, or any other form of recapitalization, consolidation, merger, stock split or stock dividend, or which are acquired by a Stockholder in any other manner.

  • Pre-Closing Share Credit Within two (2) business days after the Advance Notice Date, the Company shall credit shares of the Company's Common Stock to the Investor's balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, in an amount equal to the amount of the requested Advance divided by the closing Bid Price of the Company's Common Stock as of the Advance Notice Date multiplied by one point one (1.1). Any adjustments to the number of shares to be delivered to the Investor at the Closing as a result of fluctuations in the closing Bid Price of the Company's Common Stock shall be made as of the date of the Closing. Any excess shares shall be credited to the next Advance. In no event shall the number of shares issuable to the Investor pursuant to an Advance cause the Investor to own in excess of nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

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