CASH AND STOCK Sample Clauses

CASH AND STOCK. ELECTION—a combination of cash and stock as follows: shares of Sentry Common Stock for cash; and shares of Sentry Common Stock for shares of Sun Common Stock, plus cash for any fraction of shares. PLEASE NOTE THAT THE TOTAL NUMBER OF SHARES SPECIFIED ABOVE CANNOT EXCEED THE TOTAL NUMBER OF SHARES OF SENTRY COMMON STOCK YOU OWN OF RECORD. STOCK PURCHASE WARRANTS FOR SENTRY COMMON STOCK o
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
CASH AND STOCK. ELECTION—a combination of cash and stock as follows: Stock Purchase Warrants for cash; and Stock Purchase Warrants for shares of Sun Common Stock, plus cash for fraction of shares. PLEASE NOTE THAT THE TOTAL NUMBER OF STOCK PURCHASE WARRANTS SPECIFIED ABOVE CANNOT EXCEED THE TOTAL NUMBER OF STOCK PURCHASE WARRANTS YOU OWN OF RECORD. IF YOU ARE ELECTING TO EXCHANGE STOCK PURCHASE WARRANTS FOR THE CONSIDERATION OF CASH AND/OR SHARES OF SUN COMMON STOCK (AS FURTHER SPECIFIED IN THE PROXY STATEMENT PROSPECTUS), BY SIGNING BELOW, YOU ARE IRREVOCABLY AGREEING TO FOREVER CANCEL ANY RIGHTS YOU MAY HAVE UNDER ANY STOCK PURCHASE WARRANTS FOR SHARES OF SENTRY COMMON STOCK THAT YOU OWN IN THE EVENT THAT THE MERGER IS CONSUMMATED AND ARE AGREEING TO TENDER ALL OF YOUR STOCK PURCHASE WARRANTS IN ACCORDANCE WITH THE INSTRUCTIONS TO BE GIVEN TO YOU.
Sample 1Sample 2Sample 3
CASH AND STOCK. At the Closing, Buyer shall pay to Seller $17,389,611 (the "Cash Consideration") (i.e., $18,650,000, less $840,535 ($840,535 representing the fair market value of the Merrxxx Lyncx Xxxount on the date said account was liquidated) and less $419,854 ($419,854 representing the exercise price of vested options issued under Seller's non-qualified stock option plan)). On the date one year following the Closing Date (as defined in Section 2.1 herein), Buyer shall deliver to Seller 300,000 shares of Buyer's Common Stock, (the "Stock Consideration"), (collectively, the Cash Consideration and the Stock Consideration are the "Closing Consideration"). The Stock Consideration, when delivered, shall be unrestricted and fully registered and tradable to the public. The Stock Consideration shall be subject to the Share Price Guaranty as defined in Section 5.18 of this Agreement.
Sample 1
CASH AND STOCK. Retrac shall pay to Safetech One Million Seven Hundred Twenty-Five Thousand Dollars ($1,725,000.00) in cash and stock, as follows:
Sample 1
CASH AND STOCK. Consideration
Sample 1
CASH AND STOCK. The parties involved agree that Xx. Xxxxxx has cash in the company of $42,765.00. The parties agree that Xx. Xxxxxx will purchase 250,000 shares of common stock at three (3¢) cents per share, with a total purchase price of $7,500.00. The monies to purchase the aforementioned shares will be deducted from the $42,765.00 Xx. Xxxxxx has in the company, leaving a balance of $35,265.00. These shares are fully paid, non assessable and free trading, subject only to the terms contained herein. The total shares in dispute are 1,050,000 shares of which Xx. Xxxxxx is in possession of 50,000 shares. All parties involved agree to have the remaining 1,000,000 shares transferred to an appropriate agent designated by TIC. TIC will then cancel 800,000 shares and will distribute to Xx. Xxxxxx, the above referenced 250,000 shares. The distribution schedule for the 250,000 shares will begin on the Registration Post-Effective date or six (6) months after this Agreement, which ever occurs first, and will proceed month to month with 50,000 shares being distributed the first of each month until all shares have been distributed. These shares are non transferable until distributed. The parties recognize that Xx. Xxxxxx has spent $7,000.00 in legal fees regarding this matter. The parties agree that all monies expended by TIC for legal counsel regarding this dispute, (the settlement, and the drafting of the necessary documents), will be totaled and that total will be deducted from the $7,000.00 paid out by Xx. Xxxxxx to his counsel. The resulting balance (of the $7,000.00) if any, will be added to the monies TIC will pay Xx. Xxxxxx. If, for any reason, the legal fees exceed the $7,000.00, Xx. Xxxxxx will not be obligated for these excess fees. The resulting balance from the legal fee reconciliation will be added to the $35,265.00 due Xx. Xxxxxx and that amount will be disbursed as follows: For every One Million Dollars in financing raised by the company, Xx. Xxxxxx will be paid one third (1/3) of the resulting balance as outlined above, starting forty-five (45) days from the signing of this Settlement Agreement, This provision specifically excludes any financing obtained by the company within forty-five (45) days of the signing of this document.
Sample 1
CASH AND STOCK. ELECTION - a combination of cash and stock as follows: _________ shares of United Savings stock for cash; and _________ shares of United Savings stock for Washington Federal Common Stock, plus cash for fraction of shares. PLEASE NOTE THAT THE TOTAL NUMBER OF SHARES SPECIFIED ABOVE CANNOT EXCEED THE TOTAL NUMBER OF SHARES OF UNITED SAVINGS COMMON STOCK YOU OWN OF RECORD. THE NUMBER OF SHARES YOU OWN OF RECORD IS INDICATED ON THE LOWER RIGHT HAND CORNER OF THE LABEL. The undersigned acknowledges that the DEADLINE FOR FILING THIS ELECTION FORM with United Savings is BY 5:00 P.M., PACIFIC TIME, ON _______ __, 2003, the day of the Special Meeting of Shareholders in which shareholders of United Savings will consider and vote upon the Merger Agreement. ANY SHAREHOLDER WHO FAILS TO DELIVER THE ELECTION FORM TO UNITED SAVINGS BY THE DEADLINE WILL BE DEEMED TO HOLD "NON-ELECTION SHARES" AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. The undersigned further acknowledges that the election to receive the indicated form of consideration is subject to the allocation procedures set forth in the Merger Agreement which are intended to ensure that at least 45% and not more than 50% of the aggregate value of the consideration is paid in the form of shares of Washington Federal Common Stock. See the section of the Proxy Statement entitled "THE MERGER - Merger Consideration and Election and Exchange Procedures" and "-- Procedures for Exchanging of United Savings Common Stock Certificates" for a description of the situations in which shareholders may receive consideration other than the elected form of consideration and the priorities governing such adjustments. Prior to 5:00 p.m., Pacific Time, on ______ __, 2003, the undersigned may, at any time or from time to time, change his or her election by filing a new Election Form with United Savings. Shareholders who have questions regarding the election process, and/or the tax consequences associated with such election process, should consult, at their own expense, their own tax, legal and investment advisors. Date:___________, 2003 ________________________________ Signature of Shareholder ________________________________ Signature of Shareholder (To be signed by the holder(s) of record exactly as the name(s) of such holder(s) appears on the stock certificate. When signing as an attorney, executor, administrator, trustee or guardian, please give full title. All joint owners must sign.) THIS ELECTION FORM IS NOT A FORM OF PROXY. T...
Sample 1
AutoNDA by SimpleDocs
CASH AND STOCK. At Closing, Buyer shall pay via wire transfer a cash amount of Fifty=-Two Thousand Three Hundred Fifty One and 76/100 Dollars ($52,351.76) to Seller. In addition, at Closing, Buyer shall issue to Axx Xxxx and Lxxx Xxxx Xxxxxx each the number of Twenty Two Thousand Five Hundred (22,500) shares of Buyer common stock (the “Common Stock”).
Sample 1

Related to CASH AND STOCK

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

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

  • Shares The term “

  • 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.

  • Stock Ownership and Other Equity Interests Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Stock Dividends and Stock Splits If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Cash in Lieu of Fractional Shares If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

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