The Stock Consideration Sample Clauses

The Stock Consideration. (c) A certificate signed by a duly authorized officer of Buyer, dated as of the Closing Date, confirming: (i) the truth and accuracy, giving effect to the exceptions set forth in Buyer's Disclosure Letter of all the representations and warranties of Buyer set forth in this Agreement and the Purchase Documents as of the date of this Agreement (giving effect to Buyer's Disclosure Letter, but without giving effect to any Buyer's Supplemental Disclosure Letter) and as of the Closing Date (giving effect to Buyer's Disclosure Letter and any Buyer's Supplemental Disclosure Letter); (ii) that all agreements and covenants of Buyer and Acquirer required to have been performed or complied with have been performed or complied with; and (iii) that all necessary corporate actions or other actions have been taken by Buyer, as applicable, to authorize the consummation of the Contemplated Transactions.
The Stock Consideration. Acquiror has duly reserved for issuance the shares of its Common Stock which will constitute the Stock Consideration. Such shares when issued in accordance with the terms of this Agreement, will be validly authorized, legally issued, and fully paid and nonassessable.
The Stock Consideration. The Stock Consideration, when issued pursuant to the terms of this Agreement, will be issued in the name of the Contributors and/or their designee(s), and duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all pledges, claims, restrictions, charges, preemptive, preferential or similar purchase rights, security interests, hypothecations or other Liens of any nature whatsoever, other than such transfer restrictions of general applicability as may be provided under the Securities Act, and the “blue skylaws of the various states of the United States.
The Stock Consideration. 2.2.1 The amount of the Stock Consideration shall be Two Hundred Twenty-Five Thousand ($225,000.00)
The Stock Consideration. At the Effective Date, each Seller ----------------------- shall receive a certificate or certificates representing the number of shares of Parent Common Stock set forth beside his or her name on Exhibit B (the "Stock Consideration").
The Stock Consideration. At the Effective Time, Parent will deliver to each Shareholder stock certificates evidencing such number of shares of Parent Stock as is equal to (A) the number of Company Shares held by each such Shareholder immediately prior to the Effective Time multiplied by (B) the Per Share Stock Consideration.

Related to The Stock Consideration

Stock Consideration 3 Subsidiary........................................................................................................9
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.
Option Consideration As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.
Consideration Shares As of the Closing, all of the Consideration Shares shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights. Upon delivery to the Sellers of the certificates representing the Consideration Shares, the Sellers will acquire good and valid title to such Consideration Shares, free and clear of any Encumbrances, other than restrictions under applicable securities laws.
Closing Consideration (a) Subject to Section 2.3, as consideration for the sale of the Acquired Assets to Cypress, at the Closing, Cypress shall pay to Cellatope $2,000,000 in cash via wire transfer to an account designated by Cellatope in writing to Cypress not less than two business days prior to the Closing (the “Closing Consideration”).
Exchange Consideration As promptly as practicable on or after the Exchange Date or Change of Control Exchange Date, as applicable, provided the Member has satisfied its obligations under Section 2.1(a)(iii) or Section 2.1(c), as applicable, the Company or the Corporation shall deliver or cause to be delivered to the Member (or its designee), either certificates or evidence of book-entry shares representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the Member (or its designee) or, if the Corporation has so elected, the Cash Payment. Notwithstanding anything set forth in this Section 2.1(d) to the contrary, to the extent the Class A Common Stock issued in the exchange will be settled through the facilities of The Depository Trust Company, the Company or the Corporation will, upon the written instruction of the Member, deliver the shares of Class A Common Stock deliverable to the Member through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by the Member in the Exchange Notice. Upon the Member exercising its right to Exchange in accordance with Section 2.1(a)(i) or the occurrence of a Change of Control Exchange, the Company or the Corporation shall take such actions as (A) may be required to ensure that the Member receives the shares of Class A Common Stock or the Cash Payment that the Member is entitled to receive in connection with such Exchange pursuant to this Section 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” under the Tax Receivable Agreement.
Other Consideration In the case of a sale or other disposal of Licensee’s Licensed Product for value other than in an arm’s-length transaction exclusively for money, such as barter or counter-trade, the amount of such sale shall be calculated using the fair market value of such Licensed Product (if higher than the stated sales price) in the country of disposition.
Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.
Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.
Earn-Out Consideration (a) (i) If the consolidated earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date, decreased by the amount of UniCapital corporate overhead allocated to the Company and the amount earned from New Programs for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of the Company for the twelve months ending December 31, 1997, increased by the add-backs set forth on Schedule 2.5 and inclusive of the amount earned from New Programs in 1997 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT. Notwithstanding the foregoing, the Stockholders shall be entitled to receive that portion of the Adjusted 1998 EBT attributable to New Programs.