Examples of Effective Time Company Stockholder in a sentence
To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes as having been paid to the Person to whom such amounts would otherwise have been paid, and Parent or the Surviving Corporation will promptly pay such amounts to the applicable taxing authority and will provide prompt written notice of such payment to the Effective Time Company Stockholder.
As a result, the Series A Cash Consideration Per Share, the Series B Cash Consideration Per Share, the Warrant Cash Consideration Per Share and the Common Cash Consideration Per Share, as the case may be, to which each Effective Time Company Stockholder is entitled to receive pursuant to Section 2.7(d) and Section 2.7(h) shall be reduced by an amount obtained by multiplying (x) such Effective Time Company Stockholder’s Pro Rata Portion by (y) the Escrow Amount, rounded to the nearest cent.
A portion of the Escrow Amount shall be withheld from the amount otherwise payable to each Effective Time Company Stockholder in proportion to that portion of the Aggregate Merger Consideration that each such Effective Time Company Stockholder would otherwise EXECUTION COPY be entitled to receive pursuant to Section 1.6 (without giving effect to any Dissenting Shares) by virtue of the ownership of shares of Company Capital Stock immediately prior to the Effective Time.
In connection with the Merger, each Effective Time Company Stockholder will enter a Volume Restriction Agreement with Parent, in the form attached as Exhibit E (collectively, the “Volume Restriction Agreements”), each to be effective as of the Effective Time.
To the extent that any consideration otherwise payable to such Effective Time Company Stockholder is so reduced, such amount shall be treated for all purposes as having been paid to such Effective Time Company Stockholder.
For purposes of calculating the aggregate amount of cash payable to each Effective Time Company Stockholder pursuant to this Section 1.6(b)(i), all shares of Company Preferred Stock that are held by each such Effective Time Company Stockholder shall be aggregated and the amount of cash payable to each such Effective Time Company Stockholder shall be rounded down to the nearest whole cent.
To the extent that any Effective Time Company Stockholder has outstanding loans from the Company as of the Effective Time, the Merger Consideration payable pursuant to this Section 2.7 to such Effective Time Company Stockholder shall be reduced in equal proportions of cash and shares of Parent Common Stock by an amount equal to the sum of the outstanding principal plus any accrued but unpaid interest of such Effective Time Company Stockholder’s loans as of the Effective Time.
Each of the Effective Time Company Stockholders shall be entitled to exercise all voting rights with respect to his or her Escrow Pro Rata Portion of the Escrow Shares as if such Effective Time Company Stockholder directly held such Escrow Shares.
Notwithstanding anything to the contrary contained herein or executed or delivered in connection with the transactions contemplated by this Agreement, any reference in this agreement to any party or other party to this agreement shall include only Parent, Merger Sub and the Company and shall not include and Effective Time Company Stockholder unless specifically stated otherwise.
Parent shall be deemed to have contributed with the Escrow Agent, on behalf of each Effective Time Company Stockholder, each such stockholder’s Escrow Contribution.