Buyer Stock Consideration Sample Clauses

Buyer Stock Consideration. The shares of Buyer Common Stock constituting the Buyer Stock Consideration shall have been approved for listing on the NYSE.
Sample 1Sample 2
AutoNDA by SimpleDocs
Buyer Stock Consideration. The Buyer Stock will be, prior to the issuance, duly authorized, and when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and will rank pari passu in all respects with all other outstanding Buyer common stock and will not have been issued in violation of or subject to any preemptive rights or other contractual rights to purchase securities issued by Buyer, subject only to any restrictions on resale as imposed by the Securities Act (British Columbia) and the Securities Act and such other requirements of securities laws and regulatory authorities having jurisdiction.
Sample 1Sample 2
Buyer Stock Consideration. Buyer is a direct, wholly-owned Subsidiary of Parent. The Closing Stock Consideration and the Earnout (if any) received by the Company consists and will consist solely of Parent’s ordinary shares that entitle the holders to vote on Parent’s board of directors.
Sample 1
Buyer Stock Consideration. In order to induce Covenantors to enter into this Agreement, Buyer hereby agrees that it shall (i) after the Closing, use its reasonable best efforts to satisfy the current public information requirements set forth in Rule 144(c)(1) under the Securities Act and (ii) after the twelve month anniversary of the Closing, taking all actions reasonably requested by Sellers Representative to facilitate sales by Covenantors in brokers’ transactions pursuant to Rule 144(f)(1)(i) under the Securities Act, including the removal of any “restrictive” legend on certificates evidencing the Buyer Common Stock and providing an opinion of counsel at Buyer’s cost if requested by the transfer agent in connection with such removal. Covenantors shall provide Buyer, its counsel or the transfer agent with the evidence reasonably requested by them to cause the removal of any such “restrictive” legend, including any information Buyer reasonably deems necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including a certification that Covenantors are not Affiliates of Buyer (and a covenant to inform Buyer if any Covenantor should thereafter become an Affiliate and to consent to exchange any certificates or instruments representing the Buyer Common Stock comprising the Buyer Stock Consideration for ones bearing an appropriate restrictive legend) and regarding the length of time such Buyer Common Stock has been held. On the next Business Day following the Closing Date, Buyer shall deliver to the Seller Representative book entry confirmation from the registrar and transfer agent of the issuance of the Buyer Stock Consideration. Section 4.11
Sample 1
Buyer Stock Consideration. The shares of the Buyer Stock Consideration to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and subject to no preemptive rights.
Sample 1

Related to Buyer Stock Consideration

  • Stock Consideration 3 subsidiary...................................................................53

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

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • 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:

  • 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.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Exchange Consideration On the Exchange Date or Change of Control Exchange Date, as applicable, provided the Company Unitholder has satisfied its obligations under Section 2.1(a)(ii) or Section 2.1(c), as applicable, the Company or the Corporation, as applicable, shall deliver or cause to be delivered to such Company Unitholder (or its designee), at the address set forth on Schedule A to the LLC Agreement (or at such other address as such party may designate to the Company), either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Corporation shall have the right but not the obligation (in lieu of the Company) to have either the Corporation or, at the option of the Corporation, any Subsidiary acquire the Company Units any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) or the Corporation is requiring to be exchanged pursuant to Section 2.1(b) directly from such Company Unitholder in exchange for shares of Class A Common Stock or, in the case of an exchange pursuant to Section 2.1(a), at the option of the Corporation, the Cash Settlement. If an exchanging Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that it is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Corporation or any Subsidiary pursuant to this Section 2.1(d), the Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(d) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Company, the Corporation or the exchanging Subsidiary will, upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice. Upon a Company Unitholder exercising its right to Exchange or the occurrence of a Change of Control Exchange, the Company, the Corporation or the exchanging Subsidiary, as applicable, shall take such actions as (A) may be required to ensure that such Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement).

  • Equity Consideration Effective on December 31, 2011, and at the end of each successive calendar year on December 31 thereafter, or as soon as reasonably practicable after each such December 31 (each a “Grant Date”) during the Term of this Agreement, and as part of the consideration for this Agreement and based on the achievement of the specific execution of responsibilities and performance of duties from the immediate prior year as may be determined by the Board, the Compensation Committee of the Board shall grant annually to Executive, non-qualified stock options with a Black Scholes value of Fifty Thousand Dollars ($50,000), with three year vesting, exercisable into shares of common stock of the Company, with an exercise price per share equal to “Fair Market Value” (as defined in the Company’s stock incentive plan) on the applicable Grant Date, which shares shall have a ten year expiration date from the Grant Date and a cashless exercise feature. One-third (1/3) of the options granted shall vest on the first anniversary of the applicable Grant Date, one-third (1/3) shall vest on the second anniversary of the applicable Grant Date, and the final one-third (1/3) shall vest on the third anniversary of the applicable Grant Date. Any unvested options will vest upon (i) a Change of Control as defined in and pursuant to Section 5.2(b) below, or (ii) any termination of Executive’s employment other than (a) termination by Executive, or (b) termination for Cause as defined in Section 5.1 below. In the event that the Executive is terminated for any reason other than (i) Cause, (ii) death or (iii) disability or retirement, each Option granted to such Participant, to the extent that it is exercisable at the time of such termination, shall remain exercisable for the 90 day period following such termination, but in no event following the expiration of its term. In the event of the termination of Executive’s employment for Cause, each outstanding option granted to Executive shall terminate at the commencement of business on the date of such termination. In the event that the Executive’s employment with the Company terminates on account of death, disability or, with respect to any non-qualified stock option, retirement of Executive, each option granted that is outstanding and vested as of the date of such termination shall remain exercisable by Executive (or Executive’s legal representatives, heirs or legatees) for the one year period following such termination, but in no event following the expiration of its term.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.