Adjustments for Organic Change With Consideration Consisting Solely of Cash Sample Clauses

Adjustments for Organic Change With Consideration Consisting Solely of Cash. If (i) the Company reorganizes its capital stock, reclassifies its capital stock or consolidates or merges with or into another Person or enters into a business combination with another Person where the Company is not the Successor Person, or sells, leases, transfers or otherwise disposes of all or substantially all of its property, assets or business to another Person (each, an “Organic Change”), and (B) pursuant to the terms of such Organic Change, the consideration to be received by or distributed to the holders of Common Stock of the Company consists solely of cash, then the Successor Person shall purchase the Warrants on the Organic Change Date for an amount in cash (less the Exercise Price) equal to the greater of (i) the consideration as such Holder would have been entitled to receive upon exercise of its Warrant had it been exercised immediately before such Organic Change, subject to applicable adjustments (as determined in good faith by the Board of Directors) and (ii) the Black Scholes Warrant Value.
Sample 1
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Adjustments for Organic Change With Consideration Consisting Solely of Cash. If, on or prior to the fourth anniversary of the Issue Date, (A) the Company reorganizes its capital stock, reclassifies its capital stock or consolidates or merges with or into another person or enters into a business combination with another person (in the case of a reorganization, reclassification, consolidation, merger or business combination where the Company is not the surviving person (such successor or acquiring person being referred to as the “Successor Person”)), or sells, leases, transfers or otherwise disposes of all or substantially all of its property, assets or business to another person (each, an “Organic Change”), and (B) pursuant to the terms of such Organic Change, the consideration to be received by or distributed to the holders of New Common Stock of the Company consists solely of cash, then the Successor Person shall purchase the Warrants on the Organic Change Date (as defined below) for an amount in cash equal to the Purchase Price.
Sample 1
Adjustments for Organic Change With Consideration Consisting Solely of Cash. If (i) the Company reorganizes its capital stock, reclassifies its capital stock or consolidates or merges with or into another Person or enters into a business combination with another Person where the Company is not the Successor Person, or sells, leases, transfers or otherwise disposes of all or substantially all of its property, assets or business to another Person (each, an “Organic Change”), and (ii) such Organic Change (A) is an all cash transaction, (B) is a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (C) involves a person or entity not traded on an Eligible Market, then the Successor Person shall purchase the Warrants on the Organic Change Date for an amount in cash (less the Exercise Price) equal to the greater of (x) the consideration as such Holder would have been entitled to receive upon exercise of its Warrants had such Warrants been exercised immediately before such Organic Change, subject to applicable adjustments (as determined in good faith by the Board of Directors) and (y) the Black Scholes Warrant Value.
Sample 1

Related to Adjustments for Organic Change With Consideration Consisting Solely of Cash

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

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

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. Sl. No. Details Amount (Rs) 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) WITNESSES:

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Payment of Consideration The Purchaser shall, following receipt of the Final Order and immediately prior to the Effective Time, provide (i) the Depositary with sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, acting reasonably) to satisfy the aggregate Consideration payable to the Shareholders, and (ii) the Company with the Funding Loan to satisfy the required payments under the Arrangement to the holders of Options, all as provided in the Plan of Arrangement.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

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