Preferred Stock Consideration Sample Clauses

Preferred Stock Consideration. At Closing, the Buying Parties shall issue and deliver to the Sellers 500,000 shares of Preferred Stock (the “Preferred Stock Consideration”), which may be represented by one or more certificates, or the extent not in certificate form, such transfer of Preferred Stock Consideration to be evidenced in book-entry form, at the Buying Parties’ election, which are convertible, subject to Section 2.2.1 of this Agreement, into 65,000,000 shares of Common Stock of the Parent in the aggregate.
Sample 1
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Preferred Stock Consideration a. Jxx.XX shall, at the closing of the Business Combination, issue to Maxim Partners LLC a number of shares of Series A Convertible Preferred Stock in an amount equal in value to $1,127,000 (the “Preferred Shares”), based on the valuation (the “Valuation”) set forth in the Certificate of Designation for Series A Preferred Shares attached hereto as Exhibit B (the “Certificate of Designation”), which Preferred Shares shall have the rights, terms and conditions set forth in the Certificate of Designation; and
Sample 1
Preferred Stock Consideration. As consideration for the all amounts otherwise due to Sponsor under the Note:
Sample 1
Preferred Stock Consideration. Each Eligible Preferred Share for which a change-of-control cash purchase election has been made by the record holder thereof pursuant to Section 7(b) of the certificate of designation applicable to such Eligible Preferred Share shall be entitled to receive an amount in cash, without interest (the “Preferred Stock Consideration”), equal to (i) the product of (A) 125% multiplied by (B) the product of (1) the Conversion Amount being redeemed multiplied by (2) the quotient of the Per Share Merger Consideration divided by $3.00, or (ii) such greater amount pursuant to the terms of Section 7(b) of the certificate of designation in respect of the Preferred Stock; provided, however, that if any holder of Eligible Preferred Shares does not make such election and surrender such shares to the Paying Agent in exchange for the Preferred Stock Consideration in accordance with Section 4.2(b) of this Agreement within 180 days following the Closing Date, such holder shall be entitled to receive, in respect of each Eligible Preferred Share for which the holder fails to make such election, a security to be issued by the Surviving Corporation as provided in the applicable certificate of designation. Parent also shall comply with the notice and other obligations set forth in the certificates of designation in respect of the Preferred Stock, to the extent applicable, after the date hereof and prior to the Closing Date.”
Sample 1
Preferred Stock Consideration. Each holder of record of RBI Preferred Stock immediately prior to the Closing Date will receive in the Merger cash equal to $2.00 in exchange for each such share. An aggregate of $1,016,876.00 will be issued to the holders of the RBI Preferred Stock (the “Preferred Consideration”). The Preferred Consideration will be paid at the Closing or as soon as practicable after the Effective Time upon surrender of the certificates representing the RBI Preferred Stock in the manner directed by OLB as communicated by or on behalf of OLB to the holders thereof. Until so surrendered, each certificate representing the RBI Preferred Stock will be deemed for all purposes after the Effective Time to represent and evidence solely the right to receive the applicable amount of the Preferred Consideration to be paid therefor pursuant to this Agreement. Except as required by Law, no interest shall be payable with respect to the Preferred Consideration. The Aggregate Consideration and the Preferred Consideration shall comprise the total consideration to be paid in the Merger and is referred to herein as the “Total Consideration.”
Sample 1
Preferred Stock Consideration. Following the Debt Payment and the Warrant Exchange, but prior and in preference to any delivery of Buyer Common Stock pursuant to Section 1.5(d)(ii), the holders of Series A Preferred Shares and Series B Preferred Shares will be entitled to receive the following; provided that, if the amount equal to the product of (A) the remaining Closing Shares multiplied by (B) the Trading Price, is insufficient to permit the holders of the Preferred Shares to receive the Preferred Stock Consideration (as defined below), then holders of Series A Preferred Shares and Series B Preferred Shares will be entitled to their pro rata share of the Buyer Common Stock available in proportion to the respective amounts which would be received by them if the respective amounts were paid in full:
Sample 1
Preferred Stock Consideration. Subject to Article VII, the Merger Consideration shall first be distributed to the holders of shares of Series E Preferred Stock and Series E-1 Preferred Stock of the Company issued and outstanding immediately prior to the Effective Time, prior and in preference to any distribution of any portion the Merger Consideration to the holders of Company Common Stock or any other series of Company Preferred Stock, in an amount equal to $2.983 for each share of Series E Preferred Stock or Series E-1 Preferred Stock held by such holders, provided, however, that if the Merger Consideration is insufficient to permit the full payment of such cash consideration, the Merger Consideration shall be distributed to the holders of Series E Preferred Stock and Series E-1 Preferred Stock in proportion to the respective amounts which would be received by them if their respective per-share amounts set forth above were paid in full. Then, subject to Article VII, the remaining portion of the Merger Consideration, if any, shall be distributed to the holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the Company (collectively, the “Junior Preferred Stock”) issued and outstanding immediately prior to the Effective Time, prior and in preference to any delivery of any portion of the Merger Consideration to the holders of Subordinate Junior Preferred Stock (as defined below) and Company Common Stock, in an amount equal to $0.50, $2.20, $5.00 and $7.17, respectively, for each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock held by such holder; provided, however, that if such remaining Merger Consideration is insufficient to permit the full payment of such cash consideration, such remaining Merger Consideration shall be distributed to the holders of Junior Preferred Stock in proportion to the respective amounts which would be received by them pursuant to this sentence if their respective per-share amounts set forth above were paid in full.
Sample 1
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Preferred Stock Consideration. The Preferred Stock Consideration when issued, and the Parent Common Stock issuable upon conversion of the Preferred Stock Consideration, will be duly authorized, fully paid and non-assessable, and not subject to any preemptive rights, and free and clear of any Security Interests or other encumbrances, except for transfer restrictions required under federal and state securities laws.
Sample 1
Preferred Stock Consideration. On the Closing Date, contemporaneously with the filing of the Articles of Merger, Parent shall pay, or shall cause the Company, Newco or the Surviving Corporation to pay the amount of the Preferred Stock Payments, in cash by wire transfer of immediately available funds to the holders of the Preferred Stock as of immediately prior to the Closing in accordance with the terms of Section 2.10 and 2.11.
Sample 1

Related to Preferred Stock Consideration

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

  • 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:

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • 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.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Equity Consideration Effective on December 31, 2011, and at the end of each successive calendar year on December 31 thereafter, or as soon as reasonably practicable after each such December 31 (each a “Grant Date”) during the Term of this Agreement, and as part of the consideration for this Agreement and based on the achievement of the specific execution of responsibilities and performance of duties from the immediate prior year as may be determined by the Board, the Compensation Committee of the Board shall grant annually to Executive, non-qualified stock options with a Black Scholes value of Fifty Thousand Dollars ($50,000), with three year vesting, exercisable into shares of common stock of the Company, with an exercise price per share equal to “Fair Market Value” (as defined in the Company’s stock incentive plan) on the applicable Grant Date, which shares shall have a ten year expiration date from the Grant Date and a cashless exercise feature. One-third (1/3) of the options granted shall vest on the first anniversary of the applicable Grant Date, one-third (1/3) shall vest on the second anniversary of the applicable Grant Date, and the final one-third (1/3) shall vest on the third anniversary of the applicable Grant Date. Any unvested options will vest upon (i) a Change of Control as defined in and pursuant to Section 5.2(b) below, or (ii) any termination of Executive’s employment other than (a) termination by Executive, or (b) termination for Cause as defined in Section 5.1 below. In the event that the Executive is terminated for any reason other than (i) Cause, (ii) death or (iii) disability or retirement, each Option granted to such Participant, to the extent that it is exercisable at the time of such termination, shall remain exercisable for the 90 day period following such termination, but in no event following the expiration of its term. In the event of the termination of Executive’s employment for Cause, each outstanding option granted to Executive shall terminate at the commencement of business on the date of such termination. In the event that the Executive’s employment with the Company terminates on account of death, disability or, with respect to any non-qualified stock option, retirement of Executive, each option granted that is outstanding and vested as of the date of such termination shall remain exercisable by Executive (or Executive’s legal representatives, heirs or legatees) for the one year period following such termination, but in no event following the expiration of its term.

  • 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.

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

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

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