Consideration for Merger. (a) At the Effective Time, by virtue of the Merger of the Sub with and into OmniAmerica and without any action on the part of OmniAmerica or the Sub, or their respective stockholders (other than the filing of the certificate of merger referred to in Section 1.3 hereof), (i) each share (an "OmniAmerica Share") of the common stock of OmniAmerica, par value $0.01 per share ("OmniAmerica Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares of OmniAmerica Common Stock held in the treasury of OmniAmerica) shall be canceled and extinguished and be converted automatically into the right to receive 0.09109398 shares of common stock of STI, par value $0.01 per share ("STI Common Stock"), subject to adjustment pursuant to Section 3.1(b), payable as provided in Section 3.2 upon surrender of the certificate formerly representing such OmniAmerica Share (the "OmniAmerica Certificate"), and (ii) each OmniAmerica Share then held in the treasury of OmniAmerica shall be canceled and retired without conversion thereof and without payment of any consideration and shall cease to exist.
Consideration for Merger. The total consideration to be paid by TPEG to the holders of the outstanding Common Stock, no par value, of GJM (the "GJM Common Stock") in connection with the Merger of TPEG Sub III into GJM shall equal one million ($1,000,000) dollars (the "Merger Consideration"). The Merger Consideration shall be paid by TPEG through the issuance by TPEG to the Stockholders of GJM of such number of shares of TPEG Common Stock, $.001 par value (the "TPEG Common Stock") as shall be determined by dividing the Merger Consideration by the average of the (a) quoted closing prices of the TPEG Common Stock on the NASDAQ SmallCap Market during the thirty (30) consecutive trading days immediately preceding the Effective Time and (b) if there is no trading in the TPEG Common Stock on the NASDAQ SmallCap Market on any one or more of such trading days, by the average mean between the quoted 3 5 closing bid and asked prices for the TPEG Common Stock on such Market on any of such days, subject to a maximum price of one dollar and forty cents ($1.40) per share of TPEG Common Stock (or a minimum of 714,286 shares of TPEG Common Stock) or a minimum price of one dollar and twenty cents ($1.20) per share of TPEG Common Stock, (or a maximum of 833,333 shares of TPEG Common Stock).
Consideration for Merger. Subject to the provisions of this Section 2.1, each share of Village Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Village Common Stock retired pursuant to Section 2.4) shall be converted at the Effective Time into the right to receive $2.00 in cash (the "Merger Price"), subject to adjustment as set forth in paragraph 2.1(b) of this Agreement. No interest shall accrue or be payable with respect to the Merger Price.
Consideration for Merger. The maximum aggregate consideration to be paid by the Parent to the Stockholders for all of the outstanding shares of Company Stock shall not exceed the sum of (a) the maximum number of shares of Closing Stock PLUS (b) the maximum number of shares of Contingent Shares (the "MAXIMUM CONSIDERATION"), issuable as follows:
Consideration for Merger. The consideration ("Consideration") for the Merger shall be Two Million Two Hundred Seventy-One Thousand Two Hundred Fifty and No/100 ($2,271,250.00) Dollars payable, subject to Section 2.4.4 below, as follows:
Consideration for Merger. The total consideration payable to the Shareholders in respect of the Merger (the "Merger Consideration") shall be equal to Seventeen Million Six Hundred Thousand Dollars ($17,600,000.00) less the amount of any cash dividend (the "Cash Dividend") paid by Company to the Shareholders prior to the Merger in accordance with Section 6.2(b), and shall be paid or delivered to the Shareholders at the Closing (as defined below) as follows:
Consideration for Merger. On the Effective Date, shareholders of MCSI will receive in proportion to their share ownership in MCSI: (i) $446,000 cash (the "Cash Consideration"), and (ii) 297,334 shares of FDC's restricted common stock of the same class as that quoted or listed for sale in any public market, exchange, or listing organization (the "Stock") to be deposited into escrow in accordance with Exhibit 1.2 and distributed in accordance therewith.
Consideration for Merger. Subject to the terms, conditions, and limitations set forth herein, as a result of the Merger, each share of LABN Common Stock other than shares of LABN Common Stock held by NBTB (other than in a fiduciary, representative, or custodial capacity) shall be converted into the right to receive, in exchange for each share of LABN Common Stock held of record as of the Effective Time, that number of shares (the "Exchange Ratio") of NBTB Common Stock calculated (subject to the next sentence and to the procedures specified in section 11.2(d)(ii) of this Agreement) by dividing $18.50 by the average of the closing bid price and the closing asked price per share for NBTB Common Stock as reported on the Nasdaq National Market (or, in the absence thereof, as reported by or determined by reference to such other source upon which NBTB and LABN shall agree) for each of the twenty consecutive trading days ending on and including the eighth trading day before the Effective Time (the "Average Closing Price"). Notwithstanding the foregoing, however, (a) if the ratio computed in accordance with the preceding sentence is less than 0.8315, then the Exchange Ratio shall be 0.8315; and (b) if the ratio computed in accordance with the preceding sentence is more than 0.9487, then the Exchange Ratio shall be 0.9487.
Consideration for Merger. The total consideration to be paid by TPEG to the holders of the outstanding Common Stock, no par value, of GJE (the "GJE Common Stock") in connection with the Merger of TPEG Sub I into GJE shall equal four million ($4,000,000) dollars (the "Merger Consideration"). The Merger Consideration shall be paid by TPEG through the issuance by TPEG to the Stockholders of GJE of such number of shares of TPEG Common Stock, $.001 par value (the "TPEG Common Stock") as shall be determined by dividing the Merger Consideration by the average of the (a) quoted closing prices of the TPEG Common Stock on the NASDAQ SmallCap Market during the thirty (30) consecutive trading days immediately preceding the Effective Time and (b) if there is no trading in the TPEG Common Stock on the NASDAQ SmallCap Market on any one or more of such trading days, by the average mean between the quoted closing bid and asked prices for the TPEG Common Stock on such Market on any of such days, subject to a maximum price of one dollar and forty cents ($1.40) per share of TPEG Common Stock (or a minimum of 2,857,143 shares of TPEG Common Stock) or a minimum price of one dollar and twenty cents ($1.20) per share of TPEG Common Stock, (or a maximum of 3,333,333 shares of TPEG Common Stock).
Consideration for Merger
