Consideration for the Merger. Subject to the terms and conditions of this Agreement and the DGCL, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Merger Subsidiary or any Stockholder:
Consideration for the Merger. At the Effective Time, by virtue of the Riviera Merger and without any action on the part of Gaming, RAS, the Company or the holder of any of the following securities:
Consideration for the Merger. (a) Notwithstanding any other provision of this Agreement, the aggregate amount (including any amounts withheld pursuant to Section 1.14) Parent shall pay or cause to be paid to the holders of shares of Company Common Stock that are not subject to restriction or a right of repurchase by the Company (the “Company Stockholders”) and holders of Company Options, Company Restricted Stock and all other equity interests of the Company (collectively, together with the Company Stockholders, the “Company Holders”) in exchange for the acquisition by Parent of all shares of Company Common Stock and the cancellation or termination, as applicable, of Company Options and Company Restricted Stock and other similar rights to acquire Company Common Stock or other equity securities of the Company (whether vested, unvested, earned, unearned or contingent) (the “Purchase Price”) shall be an amount in cash equal to:
Consideration for the Merger. Subject to Section 1.6, in exchange for effecting the Merger, the Company shall issue to Meruelo Trust 172,510 shares of Common Stock, in certificate form (the “Merger Consideration”). The parties shall take such additional actions and execute such additional documentation as may be required by the articles of incorporation, as amended, and bylaws of S Corp or the Company or as requested in the reasonable judgment of counsel in order to effect the transactions contemplated hereby.
Consideration for the Merger. (a) SHARES OF THE CONSTITUENT AND SURVIVING CORPORATIONS: At the Effective Time, each share of RAE Systems Common Stock and each share of RAE Systems Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined)) shall, by virtue of the Merger and without any action on the part of Nettaxi, RAE Systems or RSAC or any holder thereof, be converted into and be exchangeable for the right to receive that number of fully paid and non-assessable shares of Nettaxi Common Stock ("Nettaxi Merger Stock") equal to the Exchange Ratio. For purposes of this Agreement, the "Exchange Ratio" shall be determined in accordance with the following formula: E = VPS (RAE) ------------ VPS (Nettaxi) where E = the Exchange Ratio VPS (RAE) = 1.48113 VPS (Nettaxi) = (NV+100,000+T)/7,605,747 NV = Nettaxi's net cash plus cash equivalents minus (i) an amount equal to all payables and other fixed obligations (excluding the four (4) liabilities described in Nettaxi Disclosure Schedule 4.24) and (ii) an appropriate reserve for payables and any other contingencies (including a reasonable reserve to be mutually agreed upon for the two (2) litigation matters described in Section 2.2(c)) (collectively, "Net Cash"), each calculated as of the Effective Time; provided, however, that if such amount is greater than $7,500,000, NV shall nonetheless equal $7,500,000. T = The dollar amount, if any, by which the tax reserve relating to transactions involving RAE System's foreign subsidiaries in the audited financial statements of RAE Systems exceeds $2,000,000 for taxes payable relative to foreign income for the years 1998 through 2001. For illustrative purposes only, if NV was $7,500,000 and T was 0 at the Effective Time, E = VPS (RAE) ------------ VPS (Nettaxi)
Consideration for the Merger. At the Effective Time, by virtue of the Elsinore Merger and without any action on the part of Gaming, EAS, the Company or the holder of any of the following securities:
Consideration for the Merger. The manner of converting the shares of American into shares of NPSC shall be as set forth in the Plan of Merger.
Consideration for the Merger. The manner of converting the shares of Citrus into shares of CFC shall be as set forth in the Plan of Merger. 2.4.
Consideration for the Merger. In consideration for the merger, STEMTECH CORPORATION shareholders shall hereby be issued restricted Treasury stock representing 37,060,000 (Thirty-Seven Million, Sixty Thousand) common shares in the share exchange. The current shareholders of Globe Net Wireless Corp. shall retain a total of 6,540,000 (Six million five hundred forty thousand) shares of common stock.
Consideration for the Merger. Section 2.3(b) of the Reorganization Agreement is amended to reduce the number of Preferred Shares to be issued as merger consideration from 11 million to 10 million. All other references to number of shares of Series A Preferred Stock to be issued as merger consideration shall be correspondingly amended.
