Total Stock Consideration Sample Clauses

Total Stock Consideration. The Parent Common Stock to be issued by Parent as part of the Total Consideration has been duly authorized, and upon consummation of the First Merger and the issuance of such shares of Parent Common Stock pursuant to and in accordance with the terms hereof, will be validly issued, fully paid and non-assessable, and will be free of restrictions on transfer, other than the restrictions set forth in this Agreement, the Lock-Up Agreements and the Joinder Agreements and under applicable state and federal Legal Requirements.
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Total Stock Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate number of shares of Buyer Common Stock to be issued by Buyer to the Sellers under the terms of this Agreement exceed (a) an amount equal to the Aggregate Stock Consideration Amount (taking into account the assumptions of the Company Options pursuant to Section 1.2(e)), or (b) twenty percent (20%) of the outstanding shares of Buyer Common Stock as of the Closing Date, it being the understanding of the parties that any consideration payable in excess of the foregoing limitations shall be paid to the Sellers in cash (in lieu of equity) as otherwise provided in this Agreement.
Sample 1Sample 2
Total Stock Consideration. 5 Transfer.........................................................................................................47
Sample 1
Total Stock Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate number of shares of Acquirer Stock to be issued by Acquirer (i) to the Sellers under the terms of this Agreement equal or exceed either twenty percent (20%) of the number of outstanding shares of Acquirer Stock or twenty percent (20%) of the outstanding voting power of Acquirer as of immediately prior to the Closing or (ii) with respect to any Related Party (as defined in Section 312.03(b) of the New York Stock Exchange Listed Company Manual), exceed either one percent (1%) of the number of outstanding shares of Acquirer Stock or one percent (1%) of the outstanding voting power of Acquirer, in each case as of immediately prior to the Closing, it being the understanding of the parties that any consideration payable in excess of the foregoing limitations shall be paid to the applicable Seller in cash (in lieu of equity).
Sample 1
Total Stock Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate number of shares of Buyer Common Stock to be issued by Buyer (I) to the Sellers under the terms of this Agreement (a) exceed an amount equal to the Aggregate Stock Consideration Amount (taking into account the assumptions of the Company Options pursuant to Section 1.2(e)), or (b) equal or exceed either twenty percent (20%) of the number of outstanding shares of Buyer Common Stock or twenty percent (20%) of the outstanding voting power of Buyer, in each case as of immediately prior to the Closing or (II) with respect to any Related Party (as defined in Section 312.03(b) of the New York Stock Exchange Listed Company Manual), exceed either one percent (1%) of the number of outstanding shares of Buyer Common Stock or one percent (1%) of the outstanding voting power of Buyer, in each case as of immediately prior to the Closing, it being the understanding of the parties that any consideration payable in excess of the foregoing limitations (the “Excess Consideration”) shall be paid to the applicable Sellers in cash (in lieu of equity) as otherwise provided in this Agreement (the “Replacement Cash”) in an amount equal to the Buyer Stock Price Per Share for each share of Buyer Common Stock that constitutes Excess Consideration.
Sample 1

Related to Total Stock Consideration

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

  • 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.

  • 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.

  • Exchange Consideration On the Exchange Date or Change of Control Exchange Date, as applicable, provided the Company Unitholder has satisfied its obligations under Section 2.1(a)(ii) or Section 2.1(c), as applicable, the Company or the Corporation, as applicable, shall deliver or cause to be delivered to such Company Unitholder (or its designee), at the address set forth on Schedule A to the LLC Agreement (or at such other address as such party may designate to the Company), either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Corporation shall have the right but not the obligation (in lieu of the Company) to have either the Corporation or, at the option of the Corporation, any Subsidiary acquire the Company Units any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) or the Corporation is requiring to be exchanged pursuant to Section 2.1(b) directly from such Company Unitholder in exchange for shares of Class A Common Stock or, in the case of an exchange pursuant to Section 2.1(a), at the option of the Corporation, the Cash Settlement. If an exchanging Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that it is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Corporation or any Subsidiary pursuant to this Section 2.1(d), the Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(d) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Company, the Corporation or the exchanging Subsidiary will, upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice. Upon a Company Unitholder exercising its right to Exchange or the occurrence of a Change of Control Exchange, the Company, the Corporation or the exchanging Subsidiary, as applicable, shall take such actions as (A) may be required to ensure that such Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Company Unitholder 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” (as such term is defined in the Tax Receivable Agreement).

  • 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:

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

  • 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.

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

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