Closing Consideration Shares Sample Clauses

Closing Consideration Shares. (a) The Closing Consideration Shares are duly authorized and, when issued under this Agreement will be validly issued, fully paid and nonassessable, free and clear of all Liens (other than restrictions on transfer under U.S. securities laws).
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Closing Consideration Shares. As soon as practicable (and in any event within ten (10) Business Days) after the Closing, Acquiror shall deliver to each Target Stockholder with respect to whom the Exchange Materials have been duly completed and delivered to Acquiror, the Target Stockholder Closing Consideration or, if such Target Stockholder is a Non-Qualified Stockholder, the entire amount of the Cash Consideration.
Sample 1
Closing Consideration Shares. (a) As consideration for the exchange of the Capital Stock at the Closing, the Stockholders shall receive an aggregate number of shares of Parent Common Stock and Parent Convertible Preferred Stock under Section 2.7(b) (the “Closing Consideration Shares”) equal to the quotient of (i) (A) the Base Value, plus (B) the Estimated Closing Cash, plus (C) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, less (D) the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, less (E) Estimated Closing Indebtedness, less (F) Estimated Closing Transaction Expenses, less (G) the Working Capital Escrow Amount, payable in the form of the Working Capital Escrow Shares deposited into the Working Capital Escrow Account at Closing, less (H) the Special Indemnity Escrow Amount, payable in the form of the Special Indemnity Escrow Shares deposited into the Special Indemnity Escrow Account at Closing, less (I) the Secured Convertible Promissory Note Amount, and less (J) the SAFE Amount; and (ii) the Signing VWAP. The Working Capital Escrow Amount shall be deposited into the Working Capital Escrow Account in the form of the Working Capital Escrow Shares. The Special Indemnity Escrow Amount shall be deposited into the Special Indemnity Escrow Account in the form of the Special Indemnity Escrow Shares.
Sample 1
Closing Consideration Shares. The number of Consideration Shares issued to Seller on the Closing Date ("CLOSING CONSIDERATION SHARES") will be equal to EUR 1,250,000 divided by the Initial Value. The Initial Value will be measured five (5) business days prior to the Closing Date ("MEASUREMENT DATE") and be equal to the average closing price of Purchaser common stock on the Nasdaq SmallCap Market during a period of thirty (30) trading days prior to the Measurement Date, less five percent (5%) (the "INITIAL VALUE"). The Closing Consideration Shares will be held in escrow for the benefit of the Seller in accordance with the terms and conditions of the Escrow Agreement attached as SCHEDULE 9 (the "ESCROW AGREEMENT").
Sample 1
Closing Consideration Shares. (a) As consideration for the LGCS Holdco Capital Stock effective upon the Closing, subject to the provisions set forth in Section 2.5, this Section 2.7, Section 2.8, Section 2.9, Section 2.10, Section 2.14 and Section 2.15, the Stockholders shall be entitled to receive an aggregate number of shares of Parent Common Stock (the “Closing Consideration Shares”) equal to (i) the Stock Consideration Shares, minus (ii) the Earnout Shares, minus (iii) the Seller Bonus Pool Shares, plus or minus, as applicable, (iv) the number of shares of Parent Common Stock equal to the quotient of (A) the sum of (I) the Estimated Closing Cash, plus (II) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, minus (III) the amount, if any, by which the Target Net Working Capital exceeds the Estimated Net Working Capital, minus (IV) Estimated Closing Indebtedness , minus (V) the Estimated Closing Transaction Expenses, and (B) five dollars ($5.00).
Sample 1
Closing Consideration Shares. At Closing, the Closing Consideration Shares shall to be issued, registered and delivered as so directed by the Sellers’ Representative in writing.
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Closing Consideration Shares. Each Seller understands that:
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Closing Consideration Shares. The Closing Consideration Shares shall be allotted and, when issued at Closing pursuant to the terms of this Agreement, shall be validly issued as fully paid, free from all Encumbrances, and non-assessable and shall have such rights, preferences and privileges as set forth in KLN’s memorandum and articles of association currently in effect.
Sample 1

Related to Closing Consideration Shares

  • 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.

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

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • 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.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

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