FAC Stock definition
Examples of FAC Stock in a sentence
Buyer's Call Right shall be subject to different or additional requirements, if any, of the state securities laws, rules or regulations pursuant to which such shares of FAC Stock were qualified or exempted from qualification.
All shares of FAC Stock issued as the FAC Stock Payment and any shares of FAC Stock issuable as payment of an Earnout Payment will be free of preemptive or similar rights.
The aggregate purchase price for the Shares to be purchased hereunder shall consist of the following: (i) $25,000,000 in cash (subject to adjustment in accordance with Section 1.4, the "Cash Payment"); plus (ii) 503,677 shares of FAC Stock (the "FAC Stock Payment"); plus (iii) the additional amounts payable or deliverable after the Closing pursuant to Section 1.5 (the amounts referred to in clauses (i) and (ii) are referred to herein collectively as the "Closing Purchase Price").
Buyer and Sellers will cooperate fully with the FAC Stock Book Value Independent Accountant to facilitate its resolution of such remaining disputes, including by providing the information and data used by each party to calculate the FAC Stock Closing Date Book Value, and making its personnel and accountants available to explain any such information and data.
Promptly following the Closing Date, FlameMaster and the Members shall jointly submit an original listing application with The Nasdaq Stock Market to list the shares of FlameMaster Common Stock for trading on the Nasdaq SmallCap Market following consummation of the FAC Stock Dividend (the "NASDAQ LISTING APPLICATION").
Sellers shall notify Buyer in writing within thirty (30) days following notification of the FAC Stock Closing Date Book Value, that they (A) agree with the calculation of the FAC Stock Closing Date Book Value or (B) disagree with such calculation, identifying with specificity the aspects of calculation with which Sellers disagree ("Sellers' FAC Stock Book Value Dispute Notice").
Each Seller acknowledges that the issuance of the FAC Stock as the FAC Stock Payment will not be registered under the Securities Act or any state securities or blue sky law, on the grounds that the offering and sale of the FAC Stock are exempt from registration pursuant to exceptions available under such laws, and that Buyer's reliance upon such exemptions is predicated upon Sellers' representations set forth in this Agreement.
Buyer publicly discloses, on a quarterly basis, its book value and the FAC Stock Closing Date Book Value shall be based upon such public disclosures and calculated consistent with its past accounting practices.
Notwithstanding the foregoing, the amount of any Earnout Payment that Buyer elects to pay in the form of FAC Stock shall not exceed $3,000,000 for any Earnout Period and in no event shall such amounts exceed $6,000,000 in the aggregate for all Earnout Payments.
Prior to consummation of the FAC Stock Dividend (i) the Information Statement shall be mailed to the existing FlameMaster stockholders of record on the FAC Dividend Record Date, (ii) all requisite waiting periods shall have expired, and (iii) FlameMaster shall have consummated the FAC Stock Dividend of the Dividend Shares of FAC.