Common Stock Payment definition

Common Stock Payment means any payment on account of the purchase, redemption, retirement or acquisition of (i) any shares of the Company's common stock or (ii) any option, warrant or other right to acquire shares of the Company's common stock; provided that, if pursuant to the Company's stock option plans, an optionee surrenders shares of the Company's common stock in payment of the exercise price of options then being exercised by such optionee, the acquisition by the Company of the shares so surrendered shall not constitute a "Common Stock Payment".

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Common Stock Payment shall have the meaning as set forth in Section 1.1 of the Agreement.

Common Stock Payment means the conversion and payments made to the holders of Company Common Stock pursuant to S ection 2.6(b).

Examples of Common Stock Payment in a sentence

• Each of the Company and Parent shall take all reasonably necessary action on its part such that the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares pursuant to this Agreement constitutes a transaction exempt from registration under the Securities Act in compliance with Rule 506 of Regulation D promulgated thereunder.

• The Company and Parent acknowledge that, under the Nasdaq Stock Market Rules, the Parent Common Stock Payment Shares and the Parent Preferred Stock Payment Shares will not be entitled to vote on the Preferred Stock Conversion Proposal.

• The affirmative vote of a majority of the votes cast at the Parent Stockholders’ Meeting by the holders of Parent Common Stock (other than the Parent Common Stock Payment Shares to be issued at Closing pursuant to this Agreement) are the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the proposal described in Section 4.2(a)(i) (“Required Parent Stockholder Vote”).

• The Company shall have obtained all necessary consents of each of the Minority Parallax Common Stock Holders to cause such shares of Parallax common stock to be validly exchanged for the right to receive the Parallax Common Stock Payment set forth in Section 2.6 above.

• Prior to the Effective Time, the Company shall obtain all necessary consents to ensure that the Minority Parallax Common Stock Holders will have no rights other than the right to receive the Parallax Common Stock Payment.

• Prior to the Effective Time, the Company shall obtain all necessary consents of the holders of all outstanding shares of Parallax common stock not held by the Company (the “Minority Parallax Common Stock Holders”) to cause such shares of Parallax common stock to be validly exchanged immediately after the Effective Time into the right to receive the Parallax Common Stock Payment (as defined below), which exchange shall be effected by the Surviving Corporation immediately following the Effective Time.

• The Common Stock Payment shall be paid at Closing in accordance with Section 1.7. The Supplemental Cash Payment and Supplemental Common Stock Payments shall be paid in accordance with Section 1.3 and Section 1.7, respectively.

• Promptly following the Closing Date, Parent shall apply to cause the Parent Common Stock Payment Shares and the Parent Common Stock to be issued upon conversion of the Parent Preferred Stock Payment Shares to be approved for listing on NASDAQ, subject to official notice of issuance.

• The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock.

• The affirmative vote of a majority of the votes cast at the Purchaser Stockholders’ Meeting by the holders of Purchaser Common Stock (other than the Purchaser Common Stock Payment Shares to be issued at Closing pursuant to this Agreement) are the only vote of the holders of any class or series of Purchaser’s capital stock necessary to approve the proposal described in Section 4.2(a) (“Required Purchaser Stockholder Vote”).

More Definitions of Common Stock Payment

Common Stock Payment means the payment by the Borrower to the Lender, on or about the date hereof, of $1,000,000 represented by the Borrower’s issuance of shares of its Common Stock to the Lender in accordance with the terms of Section 2 of the Term Sheet.

Common Stock Payment has the meaning set forth in Section 2.02(a).

Common Stock Payment means the conversion and payments made to the holders of Company Common Stock pursuant to Section 2.6(b).

Common Stock Payment. As used herein, "BUYER'S CLOSING BID PRICE" shall mean the average closing bid price reported on the Nasdaq National Market System for Buyer's Common for the five (5) trading days immediately preceding the Closing Date, provided that Buyer's Closing Bid Price shall be deemed to be not more than Two and 75/100 Dollars ($2.75) per share. The number of shares of Buyer's Common delivered hereunder shall be rounded to the nearest whole share and Buyer shall not issue any fractional shares in connection with the Common Stock Payment. Buyer shall deliver valid title to Buyer's Common, free and clear of all Liens; provided, however, that Buyer's Common shall be restricted stock within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and shall bear the restrictive legends set forth on EXHIBIT C. Each Seller agrees to deliver to Buyer at the Closing a subscription agreement and confidential purchaser questionnaire (a "SUBSCRIPTION AGREEMENT") in substantially the form attached hereto as EXHIBIT D. S▇▇▇▇▇▇ ▇▇▇ll be granted those registration rights with respect to the shares of Buyer's Common received as the Common Stock Payment as set forth in the form of registration agreement attached hereto as EXHIBIT E (the "REGISTRATION AGREEMENT").

Common Stock Payment is defined in Section 3.01. --------------------

Common Stock Payment means the quotient obtained by dividing (x) the Base Purchase Price by (y) the Fully Diluted Number.