Common use of 1Consideration Clause in Contracts

1Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, the Company or holders of Company Common Stock, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held as a result of debts previously contracted, treasury shares and Dissenters’ Shares) shall be converted into the right to receive the following (the “Per Share Merger Consideration”): (i) cash in the amount of $400.00 (the “Per Share Cash ​ Consideration”); and (ii) a number of duly authorized, validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to 67.6783 (the “Per Share Stock Consideration”). (b) Holders of the Company Common Stock shall have the right to receive the Per Share Cash Consideration and Per Share Stock Consideration in accordance with this Agreement. The “Merger Consideration” shall mean the aggregate sum of (A) the Per Share Cash Consideration and (B) the Per Share Stock Consideration payable to holders of the Company Common Stock pursuant to this Section. The number of shares of Company Common Stock to be converted into the right to receive the Per Share Cash Consideration shall be equal to $10,632,892.00 and the number of shares of Company Common Stock to be converted into the right to receive the Per Share Stock Consideration shall be equal to 1,799,040.1 shares of Acquiror Common Stock.