Payment of Additional Merger Consideration Sample Clauses

Payment of Additional Merger Consideration. (a) In addition to the Merger Consideration to be delivered the A2S Shareholders at the Closing pursuant to Sections 1.6 and 1.7 hereof, the A2S Shareholders will be eligible to earn as additional consideration for the Merger, an aggregate earnout amount up to Three Hundred Thousand Dollars ($300,000) in the form of cash and EMCON Common Stock (the "Additional Consideration"), subject to the Surviving Corporation achieving the milestones set forth below. The form of the aggregate Additional Consideration to be paid to the A2S Shareholders (pro rata based on the total number of shares of A2S Capital Stock held by each A2S Shareholder immediately prior to the Effective Time) will be 50% in cash and 50% in shares of unregistered EMCON Common Stock valued at the closing price of EMCON Common Stock as reported on the Nasdaq National Market on the first business day following the end of an Earnings Period (as defined below).
Sample 1
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Payment of Additional Merger Consideration. (a) If the Final Company Value exceeds the Estimated Company Value (such excess being the “Additional Amount”), then within two (2) Business Days after the final determination of the Final Closing Statement, Parent shall (a) issue to each Shareholder who is an Accredited Shareholder and to ULRF such number of shares of Parent Common Stock as is equal the quotient obtained by dividing (1) product of (x) the Per Share Accredited Portion, multiplied by (y) the Additional Amount, multiplied by (z) the aggregate number of shares of Company Common Stock held by such Shareholder or ULRF, as applicable, immediately prior to the Effective Time, by (2) the Issue Price (as to each such Shareholder, an “Additional Share Merger Consideration”), and (b) pay to each Shareholder who is a Non-Accredited Shareholder such amount in cash as is equal to the product of (x) the Per Share Portion, multiplied by (y) the Additional Amount, multiplied by (z) the aggregate number of shares of Company Common Stock held by such Shareholder immediately prior to the Effective Time (as to each such Shareholder, an “Additional Cash Merger Consideration”).
Sample 1
Payment of Additional Merger Consideration. Subject to Section 2.15(d) below, if at any time during the Earn-Out Period:
Sample 1
Payment of Additional Merger Consideration. All Additional Merger Consideration payable hereunder or pursuant to the Escrow Agreement will be allocated among the Stockholders and the Optionholders pursuant to this Agreement and in accordance with the Certificate of Incorporation (assuming the exercise in full of the portions of the Options that are vested as of the Effective Time) and paid as follows: (a) with respect to each Stockholder, to the Paying Agent, for distribution to such Stockholder (following receipt of a completed and signed Transmittal Letter (together with all documents required to be delivered in accordance with the express requirements of such Transmittal Letter)) by bank wire transfer of immediately available funds to the account(s) designated in such Stockholder’s Transmittal Letter (or such other method designated in such Stockholder’s Transmittal Letter); and (b) with respect to each Optionholder, to the Surviving Corporation by bank wire transfer of immediately available funds to the account(s) designated in writing by the Surviving Corporation to the payor, and the Surviving Corporation shall, in turn, pay, or cause to be paid, such amounts to such Optionholder (less applicable Tax withholdings) as promptly thereafter as practicable, but in no event later than three (3) Business Days following the receipt thereof, through the payroll of the Surviving Corporation or any of the Subsidiaries in accordance with normal payroll practices. Prior to the payment of any Additional Merger Consideration to any Seller, the Seller Representative shall provide to Buyer a flow of funds setting forth the aggregate amount of Additional Merger Consideration to be paid or payable to each Seller pursuant to this Section 2.12 (each such funds flow, a “Supplemental Funds Flow Memorandum”). Notwithstanding anything in the Certificate of Incorporation to the contrary, except as set forth herein and in the Paying Agent Agreement, subject to compliance by Buyer of the obligations set forth in Section 2.12 and the Paying Agent Agreement, following the payment of Additional Merger Consideration pursuant to a Supplemental Funds Flow Memorandum, the Paying Agent, Buyer, the Surviving Corporation and its Affiliates shall not have any liability in excess of the amount payable to each Seller under Section 2.12 to the extent such amount was paid to such Seller in respect of the Shares (other than Dissenting Shares) and/or the Options held by such Seller pursuant to the allocations set forth in such Supplement...
Sample 1
Payment of Additional Merger Consideration. (a) If on any Calculation Date, as determined in accordance with clause (b) below, the aggregate amount of the Current Credit Amounts, if any, for all Calendar Years ending prior to such Calculation Date exceeds the sum of (i) the aggregate amount of all Additional Merger Consideration Payments, if any, made prior to such Calculation Date and (ii) the aggregate amount of the Current Deficit Amounts, if any, for all Calendar Years ending prior to such Calculation Date, Parent shall pay to Newco a cash amount (an "ADDITIONAL MERGER CONSIDERATION PAYMENT") equal to such excess amount. The payment of each Additional Merger Consideration Payment shall be by wire transfer in immediately available funds to the account designated in writing by Newco (x) if no notice of objection regarding the determination and calculation set forth on the Calculation Notice (as defined below) is given by Newco to the Surviving Corporation within ten (10) days following the Calculation Date (as defined below), within fifteen (15) days following the Calculation Date (as defined below) relating to such Additional Merger Consideration Payment or (y) if Newco timely gives notice of objection regarding the determination and calculation set forth on the Calculation Notice (such notice must contain a statement in reasonable detail of the basis of Newco's objection) to the Surviving Corporation within ten (10) days following the Calculation Date, within five (5) days following the earlier of the mutual agreement of Newco and the Surviving Corporation as to such Additional Merger Consideration Payment or the receipt by the Surviving Corporation of the Final Calculation Notice relating to such Additional Merger Consideration Payment.
Sample 1
Payment of Additional Merger Consideration. Subsequent to the Closing, Buyer shall be obligated to pay to the Escrow Agent within forty-five (45) days of the end of each calendar quarter additional Merger Consideration (the "ADDITIONAL MERGER CONSIDERATION") equal to ten percent (10%) of Net Receipts for sales of the Products from the Closing Date through December 31, 2003. Such payments of Additional Merger Consideration are required for all sales made through December 31, 2003, even if payments for such sales are not received until a later date. The Additional Merger Consideration payments will be held, administered, and disbursed by the Escrow Agent, subject to offset according to Section 10.3, pursuant to the terms of the Escrow Agreement.
Sample 1

Related to Payment of Additional Merger Consideration

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Payment of Merger Consideration (a) As soon as reasonably practicable after the Effective Time, the Surviving Entity (or its successor in interest) shall deliver to each holder of SPE LLC Interests whose SPE LLC Interests have been converted into the right to receive the Merger Consideration pursuant to Section 1.05(b) hereof, the Merger Consideration payable to such holder in the amounts and form provided in Section 1.05(b) hereof. The issuance of the OP Units and admission of the recipients thereof as limited partners of the Operating Partnership pursuant to Section 1.05(b) shall be evidenced by an amendment to Exhibit A of the Operating Partnership Agreement, and the Operating Partnership shall deliver, or cause to be delivered, an executed copy of such amendment to each Pre-Formation Participant receiving OP Units hereunder. Each certificate representing REIT Shares issuable as Merger Consideration shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE CORPORATION AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF % (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF % OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Deposit of Merger Consideration At or promptly following the Effective Time, Xxxxxxx shall deposit, or shall cause to be deposited, with Computershare, Xxxxxxx’ transfer agent (the “Exchange Agent”), for the benefit of the holders of record of shares of Southwest Common Stock issued and outstanding immediately prior to the Effective Time (the “Holders”), for exchange in accordance with this ARTICLE 3, (i) certificates or evidence of Xxxxxxx Common Stock in book-entry form issuable pursuant to Section 2.1(c) (collectively referred to as “Xxxxxxx Certificates”) for shares of Xxxxxxx Common Stock equal to the aggregate Stock Consideration and (ii) immediately available funds equal to the aggregate Cash Consideration (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.6 (collectively, the “Exchange Fund”) and Xxxxxxx shall instruct the Exchange Agent to timely pay the Merger Consideration and cash in lieu of fractional shares, in accordance with this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Xxxxxxx or the Surviving Corporation. Interest and other income on the Exchange Fund shall be the sole and exclusive property of Xxxxxxx and the Surviving Corporation and shall be paid to Xxxxxxx or the Surviving Corporation, as Xxxxxxx directs. No investment of the Exchange Fund shall relieve Xxxxxxx, the Surviving Corporation or the Exchange Agent from making the payments required by this ARTICLE 3 and following any losses from any such investment, Xxxxxxx shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy Xxxxxxx’ obligations hereunder for the benefit of the Holders, which additional funds will be deemed to be part of the Exchange Fund.

  • Effect of Reorganization Etc Adjustment of Exercise Price 3.1 In the event of any capital reorganization or reclassification not otherwise covered in Section 4, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the surviving corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in Section 4 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in Section 4 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances.

  • Merger Consideration Exchange Procedures Section 3.1 Merger Consideration 14 Section 3.2 Rights As Unitholders; Unit Transfers 15 Section 3.3 Exchange of Certificates 15 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Equity Awards 19

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

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