Class B Common Stock Purchase Price Sample Clauses

Class B Common Stock Purchase Price. Unless otherwise agreed to by the Investor Stockholder and DPCE, the “Class B Common Stock Purchase Price” of any share of Class B Common Stock purchased pursuant to Section 2.1 or Section 2.2, as the case may be, shall be $0.
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Class B Common Stock Purchase Price. In connection with the Capital Restructuring, the Company shall have received the Class B Common Stock Purchase Price for the issuance and sale of the Class B Common Shares and the Warrants.
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Class B Common Stock Purchase Price. Unless otherwise agreed to by the Investor Stockholder and the Company, the “Class B Common Stock Purchase Price” of any share of Class B Common Stock purchased pursuant to Section 4.1 or Section 4.2, as the case may be, shall be an amount equal to (a) the sum of (i) any accrued and unpaid dividends pursuant to Article Fourth, Section 2(a)(A) of the Certificate of Incorporation, (ii) any accrued and unpaid Annual Dividend Amount (as defined in the Certificate of Incorporation and, for the avoidance of doubt, without taking into account any Additional Amounts (as defined therein)) and (iii) any additional dividends to be declared by the Company (assuming, for this purpose, that the Company has made an election to declare such additional dividends) pursuant to Section 11.3, to the extent (and only to the extent) such dividends have not already been declared and paid, minus (b) any Adjustment Amount. For the avoidance of doubt, to the extent that the Class B Common Stock Purchase Price is a negative amount, such amount (expressed as a positive amount) shall be paid to the Company by the holder of such share of Class B Common Stock upon the consummation of the transactions contemplated by Section 4.1 or Section 4.2, as the case may be. Payment of the Class B Common Stock Purchase Price to which the holders of the Class B Common Stock may become entitled shall be made without withholding or deduction for, or on account of, any and all present and future Taxes, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the United States, or any political subdivision or authority in or of the United States or any other jurisdiction from which payments of the Class B Common Stock Purchase Price are made, unless the withholding or deduction is required by law. In the event (i) any such withholding or deduction on payments of the Class B Common Stock Purchase Price is required by law or (ii) the Investor Stockholder becomes subject to U.S. federal, state or local income Tax, or franchise Tax, or any other Tax imposed on or measured by income, on its net income with respect to Special Dividends (as defined in the Certificate of Incorporation) or payments of the Class B Common Stock Purchase Price solely as a result of the Investor Stockholder owning the Class B Common Stock or performing its obligations pursuant to this Agreement, the Voting Agreement or the Subscription Agreements, unless otherwise agreed to by the Investor Sto...
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Related to Class B Common Stock Purchase Price

  • Class B Common Stock 2 Closing........................................................................5

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Class A Shares Shares of the Company’s $0.01 par value common stock that have been designated as Class A.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

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

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