COMMON STOCK OF BUYER Sample Clauses

COMMON STOCK OF BUYER. The common stock of Buyer is delivered by Buyer to the Shareholders.
Sample 1
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COMMON STOCK OF BUYER. NMC agrees to acquire from Buyer and accept, in full payment of the NMC Common Stock Consideration Amount a number of shares of common stock of the Buyer ("Common Stock") having an aggregate value equal to the NMC Common Stock Consideration Amount with each share of the Common Stock to be valued for this purpose at the price per share of the Common Stock to the public in the Buyer's contemplated initial public offering (the "IPO") or the fair market value per share as determined on the Closing Date in good faith by the Buyer's Board of Directors if the IPO has not occurred on or before the Closing Date and the parties waive the IPO conditions set forth in Article V and elect to close (the "Common Stock Price"). The number of such shares to be delivered to NMC by Buyer and accepted by NMC shall be the quotient (the "Common Stock Share Amount") determined by dividing the NMC Common Stock Consideration Amount by the Common Stock Price. If the IPO occurs within one (1) year after the Closing, then the Common Stock Price will be recalculated using the IPO price per share of the Common Stock to the public, the Common Stock Share Amount will be recalculated and the Buyer will deliver any additional shares of Common Stock required by said recalculated Common Stock Share Amount to NMC and NMC will return to the Buyer any shares it has received which exceed the recalculated Common Stock Share Amount rounded down to the nearest whole share of the Common Stock.
Sample 1
COMMON STOCK OF BUYER. (a) The Company understands that the shares of Stock Consideration are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and (i) the Company is acquiring such Stock Consideration as principal for its own account and not with a view to or for distributing or reselling such Stock Consideration or any part thereof in violation of the Securities Act or any applicable state securities law, (ii) has no present intention of distributing any of such Stock Consideration in violation of the Securities Act or any applicable state securities law and (iii) has no direct or indirect arrangement or understandings with any other persons to distribute, or regarding the distribution of, such Stock Consideration (this representation and warranty not limiting the Company’s right to sell such Stock Consideration pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws, and not in any way a representation or warranty by the Company to hold such Stock Consideration for any period of time) in violation of the Securities Act or any applicable state securities law; provided, however, that the Company may sell or transfer the Stock Consideration to WPP Luxembourg or an Affiliate thereof.
Sample 1

Related to COMMON STOCK OF BUYER

  • 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.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • 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.

  • Common Shares 4 Company...................................................................................... 4

  • Common Stock 1 Company........................................................................1

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

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

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

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