Payment of Contingent Merger Consideration Sample Clauses

Payment of Contingent Merger Consideration. The Contingent Merger Consideration shall be paid in a combination of cash, Class A Common Stock and Series M-2003 Preferred Stock within two business days after the amount thereof has been determined. The amount of the Contingent Merger Consideration to be paid in Lithia stock shall equal CSP in the formula: Where: X = the sum of the Contingent Merger Consideration payable under this Agreement plus the Contingent Merger Consideration payable under all of the Other Reorganization Agreements; Y = the Contingent Merger Consideration payable under this Agreement; and Z = X minus the Contingent Merger Consideration payable under the Other Reorganization Agreements relating to the acquisition of L.A.H. Automotive Enterprises, Inc. and Reno Auto Sales, Inc.
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Payment of Contingent Merger Consideration. Any Contingent Merger Consideration payable hereunder shall be paid (or irrevocably deposited for payment with a paying agent selected by Parent for such purposes (a “Contingent Merger Consideration Paying Agent”)) within ten (10) Business Days after the consummation of any Qualifying 2013 Liquidity Event and distributed to the Eligible Recipients, with each Eligible Recipient entitled to receive the Per Share Section 3.02 Payment Amount for each share of Company Common Stock held by such Eligible Recipient immediately
Sample 1
Payment of Contingent Merger Consideration. As additional consideration for the Merger, and subject to the conditions and set forth in this Section 1.6(c), Section 1.13 (Dissenting Shares) and Article VIII, Parent shall make the following payments (collectively the "Contingent Consideration") to the Paying Agent for distribution of the Per Share Contingent Consideration (as defined in Section 1.7(a)) to the holders of the Company Common Stock:
Sample 1
Payment of Contingent Merger Consideration. (A) Within ten (10) days after the date on which any Trading Price Threshold is achieved, Subversive shall (x) issue (the date of such issuance, the “Trading Price Issuance Date”) to each LCV Shareholder (other than a holder of Dissenting Shares), each holder of the LCV 2019 Notes and each holder of the LCV 2020 Warrants who, in each case, is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of LCV and Subversive, a Qualified Investor and to each Employed Option Holder on such Trading Price Issuance Date, out of the Contingent Merger Consideration payable on such trading Price Issuance Date, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to such LCV Shareholder’s, such Employed Option Holder’s, such holder’s of the LCV 2019 Notes or such holder’s of the LCV 2020 Warrants, as applicable, pro rata share of the Contingent Merger Consideration payable as a result of achieving such Trading Price Threshold (such pro rata share shall be calculated as a fraction, expressed as a percentage: (a) the numerator of which is aggregate number of (1) the LCV Shares held by such LCV Shareholder as of immediately prior to the Effective Time, (2) the LCV Shares subject to the Rollover Options held by such Employed Option Holder as of immediately prior to the Effective Time and (3) the LCV Shares issued or deemed issued upon conversion of the LCV 2019 Notes or deemed exercise of the LCV 2020 Warrants held by such holder as of immediately prior to the Effective Time, as applicable, and (b) the denominator of which is the aggregate number of LCV Shares (1) issued and outstanding immediately prior to the Effective Time and held by all LCV Shareholders entitled to receive the Contingent Merger Consideration in accordance with this Section 2.04(a)(ii)(A), (2) subject to all Rollover Options as of immediately prior to the Effective Time held by all Employed Option Holders entitled to receive the Contingent Merger Consideration in accordance with this Section 2.04(a)(ii)(A) and (3) issued or deemed issued upon conversion of the LCV 2019 Notes and deemed exercise of the LCV 2020 Warrants held by all holders of the LCV 2019 Notes and the LCV 2020 Warrants entitled to receive the Contingent Merger Consideration in accordance with this Section 2.04(a)(ii)(A) and (y) pay, or cause to be paid to each LCV Shareholder, each holder of the LCV 2019 Notes and each holder of the LCV 2020 Warrants, as applicable, who is a U.S. Person that...
Sample 1
Payment of Contingent Merger Consideration. (i) Subject to Sections 2.12, 3.02(c)(iii), 3.02(c)(iv) and 3.02(h), within ten (10) Business Days after the final determination pursuant to this Section 3.02 of any positive Earnout Payment Amount with respect to any Fiscal Year, Parent shall either (a) deposit cash in an amount equal to the applicable Contingent Merger Consideration with a bank or trust company selected by it to act as paying agent for purposes of the payment of such Earnout Payment Amount (the “Earnout Paying Agent”), and Parent and the Stockholders’ Committee shall provide to such Earnout Paying Agent joint written instructions with respect to the prompt distribution thereof to the Eligible Earnout Recipients, or (b) if Parent elects to defer the payment of all or part of such Earnout Payment Amount pursuant to Section 3.02(d), Parent shall notify the Stockholders’ Committee of such deferral and shall deposit the portion of the Contingent Merger Consideration, if any, the payment of which is not being deferred with the Earnout Paying Agent, and Parent and the Stockholders’ Committee shall provide to such Earnout Paying Agent joint written instructions with respect to the prompt distribution thereof to the Eligible Earnout Recipients.
Sample 1
Payment of Contingent Merger Consideration. (a) Within ten (10) Business Days after the date on which any Trading Price Threshold is achieved, Rotor shall issue to each holder of Company Earnout Shares as of immediately prior to the Closing a number of Rotor Common Shares equal to (i) the number of Company Earnout Shares held by such holder as of immediately prior to the Effective Time, multiplied by (ii)(A) the applicable Contingent Merger Consideration divided by (B) the aggregate amount of Company Earnout Shares, in each case in accordance with the Allocation Schedule (and, for clarity, the number of Rotor Common Shares to be issued to any such holder shall be rounded in accordance with Section 2.2(d)). For the avoidance of doubt, each of the First Level Trading Price Consideration and the Second Level Trading Price Consideration shall only be payable once to each Pre-Closing Holder.
Sample 1
Payment of Contingent Merger Consideration. The Contingent Merger Consideration shall be paid in a combination of cash, Class A Common Stock and Series M-2003 Preferred Stock within two business days after the amount thereof has been determined. The amount of the Contingent Merger Consideration to be paid in Lithia stock shall equal CSP in the formula: X Y CSP = --- x --- 2 Z Where:
Sample 1
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Related to Payment of Contingent Merger Consideration

  • 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.

  • Recitals Merger Consideration Section 5.2(b) Merger Sub.................................................................................................

  • Payment of Consideration The Purchaser shall, following receipt of the Final Order and immediately prior to the Effective Time, provide (i) the Depositary with sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, acting reasonably) to satisfy the aggregate Consideration payable to the Shareholders, and (ii) the Company with the Funding Loan to satisfy the required payments under the Arrangement to the holders of Options, all as provided in the Plan of Arrangement.

  • 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:

  • 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.

  • 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.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Contingent Consideration The Contingent Consideration shall become payable and/or issuable to each Selling Securityholder within 10 Business Days of the Contingent Consideration Date in accordance with this Section 1.5(c) (and subject to Section 1.5(a)), subject to and in accordance with Section 1.6, including any reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date, then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of the prior sentence with a payment in cash equal to (x) the Purchaser Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the nearest cent).

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