Target Common Stock Clause Samples
The "Target Common Stock" clause defines the specific class or series of common stock of the target company that is subject to the terms of the agreement, such as in a merger or acquisition. It typically identifies the shares that will be exchanged, purchased, or otherwise affected by the transaction, and may specify details like the number of shares, their par value, or any distinguishing features. This clause ensures clarity by precisely identifying which securities are involved, thereby preventing misunderstandings or disputes about the scope of the transaction.
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Target Common Stock. Each issued and outstanding share of common stock, par value $.01 per share, of Target ("Target Common Stock") (other than the following shares of Target Common Stock which shall be cancelled:
(i) Dissenting Shares (as defined in Section 1.7(a)) and (ii) shares of Target Common Stock held directly or indirectly by Purchaser except for such shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), shall be converted into and exchangeable for the Merger Consideration (as herein defined). The "Merger Consideration" shall consist of (i) .7766 of one (1) share of common stock, par value $.01 per share, of Purchaser ("Purchaser Common Stock") for each share of Target Common Stock (the "Exchange Ratio"), plus (ii) cash in lieu of any fractional share of Purchaser Common Stock as provided in Section 1.5. The Merger Consideration shall be paid to the holders of Target Common Stock as provided in Section 1.6. All of the shares of Target Common Stock converted into and exchangeable for the Merger Consideration pursuant to this Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Target Common Stock shall thereafter represent the right to receive the Merger Consideration pursuant to this Section 1.3(a).
Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) (A) an amount equal to the Per Share Base Consideration, as adjusted by the Closing Escrow Amount as contemplated in Section 8.1(a) of the Agreement, and (B) subject to the provisions of Section 2.8, the Per Share Contingent Consideration, as adjusted by the Applicable Escrow Amounts as contemplated in Section 8.1(a) of the Agreement.
Target Common Stock. Each share of capital stock of Target (a "Target Share") issued and outstanding immediately prior to the Effective Time (other than any such shares owned by Target, which shall be cancelled) shall be converted into such number of fully paid and non-assessable shares of Series C Convertible Preferred Stock of Parent, par value $0.01 per share, as is equal to the quotient obtained by dividing 8,000,000 by the aggregate number of shares of capital stock of Target outstanding at the Effective Time (the "Per Share Merger Consideration"). From and after the Effective Time, all of the certificates representing the outstanding Target Shares shall be deemed to be no longer outstanding, not be transferable on the books of the Surviving Corporation, and shall represent solely the Per Share Merger Consideration.
Target Common Stock. Target Common Stock" shall mean the common stock, $0.01 par value per share, of Target.
Target Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Target Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 344.94404 shares of validly issued, fully paid and nonassessable Acquiror Common Stock (for a total of 893,750 shares of Acquiror Common Stock, subject to the provisions hereof relating to delivery of cash in lieu of fractional shares). Each share of Target Common Stock, when so converted, shall automatically be canceled and retired, shall cease to exist and shall no longer be outstanding; and the holder of any certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Acquiror Common Stock to be issued in exchange therefor (along with any cash in lieu of fractional shares of Acquiror Common Stock as provided in Section 1.7).
Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Closing Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the following:
(i) the right to receive Two Dollars and Seventy-Eight Cents ($2.78) per share of Target Common Stock, the aggregate amount of which is set forth across from the name of each holder of Target Common Stock on Exhibit B; and
(ii) the right to receive Twenty-Five Cents ($0.25) per share of Target Common Stock pursuant to the terms of the Escrow Agreement, the aggregate amount of which is set forth across from the name of each holder of Target Common Stock on Exhibit B.
Target Common Stock. (i) Subject to the provisions of Section 2.4(a)(ii) and 2.4(a)(iii), each share of Target Common Stock issued and outstanding immediately prior to the Effective Time shall be converted and exchanged, without any action on the part of the holder thereof, into the right to receive (i) the Per Share Closing Consideration (as adjusted for the Closing Escrow Shares), (ii) if and when earned, the Per Share ANDA Consideration (as adjusted for the ANDA Escrow Shares), and (iii) if and when earned, the Per Share Earn-Out Consideration.
(ii) Notwithstanding the provisions of Section 2.4(a)(i), each share of Target Common Stock issued and outstanding immediately prior to the Effective Time, that is held by a Target Stockholder that, as of the Agreement Date, is not an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act) (such Target Stockholder, a “Non-Qualified Stockholder”), shall not be converted and exchanged into the Merger Consideration described in Section 2.4(a)(i), but lieu thereof shall be converted and exchanged, without any action on the part of the holder thereof, into the right to receive (i) an amount in cash (the “Cash Consideration”) equal to the sum of (A) the product of the Per Share Closing Consideration multiplied by the close price of Acquiror’s Common Stock on the last Business Day immediately before the Closing Date as reported on ▇▇▇.▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇, rounded up to the nearest whole cent (the “Closing Stock Price”) and (B) the product of the Per Share ANDA Consideration multiplied by the Closing Stock Price, and (ii) if and when earned, the Per Share Earn-Out Consideration. For clarification, the entire amount of the Cash Consideration shall be paid by the Acquiror to the Non-Qualified Stockholder at the time such Non-Qualified Stockholder would have been entitled to receive the Closing Share Consideration in accordance with Section 2.5(b) if it were not a Non-Qualified Stockholder.
(iii) At the Effective Time, Target shall have free and immediately available cash in the amount of $[47,395], and Acquiror shall have the right to use such funds to pay Cash Consideration to the Non-Qualified Stockholders as required by this Section 2.6 and Section 2.7.
Target Common Stock. The Seller owns beneficially, and will own of record and beneficially at the Closing Date, the number of Target Common Stock set forth next to its name in SECTION 4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), claims, Taxes, Security Interests, options, warrants, rights, contracts, calls, commitments, equities, and demands. The Seller is not a party to any option, warrant, right, contract, call, put, or other agreement or commitment providing for the disposition or acquisition of any capital stock of Target (other than this Agreement). Except as set forth in SECTION 3(a)(iv) the Disclosure Schedule, the Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.
Target Common Stock. All such shares of Target Common Stock, when converted as provided in Section 3.2, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Common Certificate previously evidencing such shares shall thereafter represent only the right to receive the applicable Merger Consideration. The holders of Common Certificates previously evidencing shares of Target Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Target Common Stock except as otherwise provided in this Agreement or by law and, upon the surrender of Common Certificates in accordance with the provisions of Section 4.1, shall only represent the right to receive for their shares of Target Common Stock, the applicable Merger Consideration, without any interest thereon.
Target Common Stock. Each issued and outstanding share of Target Common Stock (other than shares canceled in accordance with Section 2.1(b) and Dissenting Shares as defined in Section 2.1(e)) shall be converted into the right to receive 0.0006262 fully paid and nonassessable shares of common stock, $0.001 par value, of Buyer ("Buyer Common Stock"). The foregoing conversion ratio shall be subject to adjustment to reflect any stock split or stock dividend with respect to Target Common Stock effected between the date of this Agreement and the Effective Time.