Stock Component Sample Clauses
The Stock Component clause defines the portion of compensation or consideration that is provided in the form of company stock rather than cash or other assets. Typically, this clause outlines the type of stock to be issued, the number of shares or the calculation method for determining the amount, and any vesting or transfer restrictions that may apply. By specifying these details, the clause ensures both parties understand the value and conditions attached to the stock portion of the agreement, thereby reducing ambiguity and aligning expectations regarding equity-based compensation or payment.
Stock Component. (i) Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall pay and deliver to Sellers as described in the next sentence a number of shares of common stock, par value $1 per share, of Buyer (“Buyer Common Stock”) equal to (1) the Stock Component minus (2) the Stock Escrow Purchase Price Amount minus (3) the Stock Escrow Tax Amount (the “Stock Purchase Price”). The Foundation shall receive the Foundation Stock Amount and Lux Seller shall receive the Lux Stock Amount. Schedule 2.3 sets forth the methodology applicable to the determination of Foundation Cash Amount and Lux Cash Amount as applied using the illustrative amounts set forth therein.
(ii) In the event that the number of shares of Buyer Common Stock to be issued to Sellers exceeds 19.99% of the then-outstanding shares of Buyer Common Stock (as calculated pursuant to Section 312.03 of the NYSE Listed Company Manual) (rounded up to the nearest whole number, the “Excess Shares”), then the Excess Shares shall not be issued, the Stock Component shall be reduced by such number of shares and the Cash Component shall be increased by the product of the Excess Shares and the Currency Adjusted Stock Value.
Stock Component. At the Closing, Buyer shall issue to Seller the Stock Component; provided, --------- however, that a number of shares of WatchGuard Stock determined by dividing (a) ------- Two Million Five Hundred Thousand Dollars ($2,500,000) by (b) the Fair Market Value on the date hereof (the "Indemnification Shares") shall be held by, and pledged by Seller to, Buyer in accordance with Section 11.6, to secure the indemnification obligations of Seller and the Majority Members pursuant to Section 11.2 hereof.
Stock Component. The STOCK COMPONENT of consideration shall consist of the transfer of all the right, title and interest in eight million (8,000,000) shares of MED GEN's common stock to GLOBAL and DLW & CO., on the terms, and subject to the limitations, described below.
Stock Component. A portion of the Purchase Price shall be paid in accordance with this Section 1.5.2. At Closing, Buyer will deliver to Arte▇ & ▇add▇▇ ▇▇ Escrow Agent 100,000 Shares (the "Stock") to be delivered to Seller in accordance with the form of Escrow Agreement attached as Exhibit 1.
Stock Component. The stock component of the Purchase Price (the "Stock Component") shall be a number of shares of ImageX capital stock (the "ImageX Stock"), equal to Three Hundred Seventy-Five Thousand dollars ($375,000) divided by the lesser of (a) two dollars ($2.00) (appropriately adjusted for any stock splits, stock dividends, recapitalizations or similar events between the date hereof and Closing) and (b) the price per share received by ImageX in connection with the equity private placement contemplated to be completed prior to the Closing (the "Private Placement Price"). In the event the private placement referred to above involves the issuance of convertible preferred stock or convertible debt, the Private Placement Price shall be deemed to be the conversion price provided in the convertible instrument.
Stock Component. All shares of the Common Stock or the Preferred Stock to be furnished by Buyer to Seller as consideration under this Agreement, as well as any of the Common Shares issuable upon conversion of any of the Preferred Stock have been duly authorized and when issued in accordance with the terms of this Agreement will be fully paid and nonassessable and will be transferred and issued to Seller free and clear of all Encumbrances other than any restriction on the resale of the Common Stock, the Preferred Stock or the Common Shares imposed by applicable federal and state securities laws and regulations.
Stock Component. At the Closing, except as otherwise contemplated in Section 8.9 below, 80% of the Stock Component shall be issued to the Shareholder and 20% of the Stock Component shall be issued to Veber Partners, LLC, which has performed investment banking services for Seller in connection with the sale of the Business contemplated by this Agreement. The parties acknowledge that the ImageX Stock constituting the Stock Component shall either be common stock or a junior preferred stock in the discretion of ImageX. Any such junior preferred stock will have such rights as may be determined by ImageX in its discretion which shall be at least as favorable to the holders thereof as common stock.
Stock Component. NB will issue to AgriSep 1,000,000 shares of NB restricted common stock within 7 days after the Effective Date of this Agreement (“First Stock Component”). NB will further issue 1,000,000 shares of NB restricted common stock that will be issued once the AgriSep Technology is installed, operational and ready for use in a Technology Application (“Second Stock Component”). NB will file a registration statement to register these shares with the US Securities and Exchange Commission and/or the Canadian equivalent within 120 days after issuance of the stock to enable AgriSep to sell such shares on the public market and will maintain such registration as effective for a period of at least one year after the registration statement has been declared effective by the SEC.
Stock Component. The stock component of the Purchase Price (the "Stock Component") shall be a number of shares of unregistered common stock of Buyer (the "WatchGuard Stock") determined by dividing (a) Four Million Eight Hundred Fifty Thousand Dollars ($4,850,000) by (b) the Fair Market Value of Buyer's common stock on the date hereof. For purposes of this Agreement, the "Fair Market Value" on the applicable date shall mean the average of the high and low sales prices of Buyer's common stock on that date, as publicly reported on the Nasdaq National Market System.