Stock Merger Consideration. When issued at the Effective Time, the Jacor Shares comprising the Stock Merger Consideration will be duly issued, fully paid and non-assessable.
Stock Merger Consideration. 3 Subsidiary..................................................................................................3
Stock Merger Consideration. 4 Stockholders .......................................................................................................... 2
Stock Merger Consideration. The 4,000,000 shares of Acquiror Common Stock (appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reorganization or like change with respect to Acquiror Common Stock occurring after the date of this Agreement and prior to the of Merger I) representing the Stock Merger Consideration will be paid as follows:
Stock Merger Consideration. The 4,000,000 shares of Acquiror Common Stock (appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reorganization or like change with respect to Acquiror Common Stock occurring after the date of this Agreement and prior to the of Merger I) representing the Stock Merger Consideration will be paid as follows: (a) the Series A Stock Merger Consideration (if any) shall be paid to the holders of outstanding shares of AirPatrol Preferred Stock in accordance with Section 1.7.2, (b) a total of 2,400,000 shares of Acquiror Common Stock (appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reorganization or like change with respect to Acquiror Common Stock occurring after the date of this Agreement and prior to the Effective Time of Merger I) minus the Series A Stock Merger Consideration (the “Closing Shares”) shall be paid and issued to the AirPatrol Shareholders on the Closing Date in accordance with the percentage of the Merger Consideration to which each AirPatrol Shareholder is entitled as set forth in the Closing Spreadsheet, and (c) an additional 1,600,000 shares of Acquiror Common Stock (appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reorganization or like change with respect to Acquiror Common Stock occurring after the date of this Agreement and prior to the Effective Time of Merger I) (“Holdback Shares”) shall be deposited by Acquiror into a holdback escrow account (“Escrow Account”) in accordance with the Escrow Agreement attached hereto as Exhibit F (“Escrow Agreement”).
Stock Merger Consideration. The value of each share of WCA Common Stock included in the Stock Merger Consideration shall be equal to the average closing price (the “Average Price”) of the WCA Common Stock on the Nasdaq National Market on the 20 Business Days ending on the date that is two Business Days prior to the Closing Date. The number of shares issued as Stock Merger Consideration shall be equal to $5,000,000 divided by the Average Price, rounded off to the nearest whole number. On the Business Day immediately prior to the Closing Date, the Parent shall provide the Company with its calculation of the Average Price.
Stock Merger Consideration. The Stock Merger Consideration, when issued and delivered in accordance with the terms hereof will be duly authorized and validly issued, fully paid and nonassessable and free and clear of any preemptive rights or Liens through Kitty Hawk.
Stock Merger Consideration. All Stock Merger Consideration to be issued and delivered in connection with the Closing to the Company Stockholders shall be, upon issuance and delivery of such Merger Consideration, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens.
Stock Merger Consideration. (a) As used herein “
Stock Merger Consideration. At the Closing, Acquiror shall deliver to the Paying Agent, as payment in full of the Stock Merger Consideration, certificates or evidence of shares in book-entry form representing the shares of Acquiror Common Stock issuable pursuant to Section 1.6 hereof for the benefit of, and for distribution to, the Series C Holders pursuant to this Article I and all Fractional Share Cash Amounts.
