Aggregate Consideration; Effect on Capital Stock Sample Clauses

Aggregate Consideration; Effect on Capital Stock. (a) The entire consideration (the "Merger Consideration") payable by Alloy to Stockholder with respect to all shares of capital stock of CASS outstanding on the Closing Date (the "Outstanding Shares") shall be an aggregate of (i) 1,720,392 shares of Alloy Common Stock (subject to adjustment as hereinafter provided) (as adjusted, the "Merger Shares"); (ii) nine million seven hundred thousand dollars ($9,700,000) in cash payable on the Closing Date (the "Closing Cash Payment") as reduced pursuant to the provisions of Section 2.1(i); (iii) a contingent Note issued by Alloy for cash, on the terms and conditions and in an aggregate amount (the "Total Note Amount") set forth in the form of Alloy Note attached as Exhibit B hereto (the "Note"); and (iv) if earned, the Performance Stock Payment (as defined in Section 2.1(j)).
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Aggregate Consideration; Effect on Capital Stock. The entire ------------------------------------------------ consideration (the "Merger Consideration") payable by Parent with respect to all shares of capital stock of DCI outstanding on the Closing Date (the "Outstanding Shares") shall be, subject to adjustment pursuant to Section 2.3, an aggregate of (i) 2,081,037 shares (the "Merger Shares") of Parent Common Stock (the "Total Parent Share Amount"); (ii) $11,000,000 in cash (the "Closing Cash Payment"); and (iii) contingent promissory notes issued by Parent to the Stockholders in an aggregate original contingent principal amount of $12,000,000 in the form of the promissory note attached hereto as Exhibit B (each, a "Note" and, together, the --------- "Notes"). At the Effective Time, subject and pursuant to the terms and conditions of this Agreement and the Certificate of Merger and Articles of Merger, by virtue of the Merger and without any action on the part of the Constituent Companies or Stockholders:
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Related to Aggregate Consideration; Effect on Capital Stock

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • 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.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • 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.

  • Transaction Consideration The Transaction Consideration;

  • No Claim Regarding Stock Ownership or Consideration There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

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