Required Ratio of Consideration; Allocations of Consideration Sample Clauses

Required Ratio of Consideration; Allocations of Consideration. As used in this Paragraph, “Cash Amount” shall equal $6,962,610 plus $20.50 times 0.50 times the number of FNB Stock Options exercised prior to the Effective Time less $20.50 times 0.50 times the number of shares of FNB Stock, if any, purchased by ACB prior to the Effective Time. Within five (5) Business Days after the Election Deadline, ACB’s Exchange Agent shall calculate the allocation among holders of FNB Stock of rights to receive ACB Stock or cash as a result of the Merger in accordance with the Elections of Consideration as follows:
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Required Ratio of Consideration; Allocations of Consideration. Notwithstanding the right of CNB's shareholders to elect the form of consideration into which their shares of CNB Stock are converted, the aggregate value of the MFC Common Stock into which all shares of CNB Stock are converted at the Effective Time (the "Aggregate Stock Value," which shall be based on the Market Value of the MFC Common Stock as described above) shall not be (i) less than 100% of the aggregate of the cash consideration paid in connection with the transaction (the "Aggregate Cash Value"), including (A) the aggregate amount of cash into which shares of CNB Stock are converted (including shares held by shareholders who exercise Dissenters' Right), (B) cash paid by MFC in lieu of issuing fractional shares of MFC Common Stock as described below, and (C) cash paid by CNB upon the cancellation of outstanding options to purchase shares of CNB Stock, or (ii) more than 55% of the total of (A) the Aggregate Stock Value, plus (B) the Aggregate Cash Value. Following receipt of Elections of Consideration from all CNB's shareholders (including the elections that shareholders are deemed to have made as described above as result of not returning Elections of Consideration), then the minimum number of additional shares of MFC Common Stock, or the minimum amount of additional cash, in either case sufficient to result in a ratio of MFC Common Stock and cash within the above range, will be allocated by MFC pro rata among CNB's shareholders (other than shareholders who exercise Dissenters' Rights). Such allocations may be made in such manner as MFC, after consulting with CNB, considers to be reasonable and appropriate, and MFC's decision regarding any such allocation shall be final and binding on CNB's shareholders and both parties to this Plan of Merger.
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Required Ratio of Consideration; Allocations of Consideration. Notwithstanding the right of HC Financial's shareholders to elect the form of Merger Consideration into which their shares of HC Financial Common Stock are converted, the Merger Consideration (not including consideration delivered to HC Financial's shareholders who exercise their "Dissenters' Rights") must consist of shares of Yadkin Common Stock and cash, such that 90% of the outstanding shares of HC Financial Common Stock are converted into shares of Yadkin Common Stock and such that 10% of the outstanding shares of HC Financial Common Stock are converted into cash. An election of Cash Consideration is herein referred to as a "Cash Election," and shares as to which a Cash Election has been made are herein referred to as "Cash Election Shares." An election of Stock Consideration is herein referred to as a "Stock Election," and shares as to which a Stock Election has been made are herein referred to as "Stock Election Shares." An election of 90% Stock Consideration and 10% Cash Consideration is herein referred to as a "Mixed Election," and shares as to which a Mixed Election has been made are herein referred to as "Mixed Election Shares." A failure to indicate an election is herein referred to as a "Non-Election," and shares as to which there is a Non-Election are herein referred to as "Non-Electing Shares." The aggregate number of shares of HC Financial Common Stock that are to be converted into the Cash Consideration (the Cash Election Shares plus 10% of the number of Mixed Election Shares) is referred to herein as the "Cash Election Number." In the event that the elections of Merger Consideration by HC Financial's shareholders call for an aggregate number of shares of HC Financial Common Stock to be converted into Yadkin Common Stock (not including shares for which cash is issued to shareholders who exercise "Dissenters' Rights" as defined in Paragraph 1.05(i) below), which is equal to, more than, or less than the percentage specified above, then the Merger Consideration shall be allocated among part or all of HC Financial's shareholders as follows:
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Required Ratio of Consideration; Allocations of Consideration. As used in this Section 1.6, “Cash Amount” shall equal $11,993,212. Within five (5) Business Days after the Election Deadline, SLCT’s Exchange Agent shall calculate the allocation among holders of PARA Common Stock of rights to receive SLCT Common Stock or cash as a result of the Merger in accordance with the Elections of Consideration as follows:
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Related to Required Ratio of Consideration; Allocations of Consideration

  • 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.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Computation of Consideration To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Form of Consideration The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. To the extent permitted by Applicable Laws, consideration may consist entirely of:

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

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