Examples of Number of Parent Shares in a sentence
The parties hereto acknowledge and agree that Parent is relying on the covenants and agreements set forth in this section, that without such covenants Parent would not enter into the Merger Agreement or consummate the Merger or the other transactions contemplated thereby, and that the Number of Parent Shares Per Holder Stockholder is entitled to receive at the Effective Time are sufficient consideration to make the covenants and agreements set forth herein enforceable.
Engineering Plastics Company Limited By: /s/ Xxx Xxx Name: Xxx Xxx Title: Director Schedule A (A) Rollover Stockholder Name (B) Number of Rollover Shares (C) Other Securities (Type/Number) (D) Number of Parent Shares and % Beneficial Ownership of Parent XXX XXX · 27,104,266 Common Shares N/A 70.89% XD.
Notwithstanding the other provisions of this Article 2, Parent shall deliver to the Escrow Agent (i) ten percent (10%) of all Earn-Out Payments (subject to subparagraphs (i) and (ii) of this Section 2.6(h), below), as and when payable to the Shareholders, and (ii) that number of shares of Parent Stock as equals (x) the Number of Parent Shares multiplied by (y) 0.10, and rounded to a whole number of shares on a holder-by-holder basis (collectively the "ESCROW DEPOSIT").
Xxxxxx Its: Trustee Mxxxxxx Xxxxxx By: Exhibit A Shareholder Number of Company Shares Owned by Shareholders Immediately Before the Closing Number of Parent Shares Owned by Shareholders Immediately After the Closing*** CAM Family Trust 29,014 29,014 Rebel Family Trust 4,020 4,020 Exxxxx X.
Notwithstanding the other provisions of this Article 2, Parent shall deliver to the Depositary Agent that number of shares of Parent Stock as equals (a) the Number of Parent Shares multiplied by (b) 0.20, and rounded to a whole number of shares on a holder-by-holder basis (the "Indemnity Shares").
The number of shares of Parent Stock to be issued in the Merger in exchange for the acquisition by Parent of all outstanding shares of Company Stock, all other capital stock of any class or series, and all outstanding options, warrants, or other securities to acquire capital stock of the Company (other than the Company Options) shall not exceed the Number of Parent Shares.
Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange, in accordance with this Article I, the balance of the Aggregate Number of Parent Shares not deposited into the escrow account under Section 1.8(i) of this Agreement.
The holder of each Certificate shall receive such holder's respective PRO RATA portion of (A) the Aggregate Number of Parent Shares at the Closing (based on the Exchange Ratio) and (B) the Additional Parent Shares (based on the Additional Stock Exchange Ratio) and the Undistributed Converted Debt Parent Shares (based on the Undisputed Stock Exchange Ratio) with receipt for such shares at the Subsequent Closing.
By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: President THE COMPANY: VIRTUAL MEDICAL CENTRE, LIMITED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Schedule 1.1(b) List of Stockholders and Number of Parent Shares to be Issued to Each.
As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Section 7.2, Parent will cause to be deposited with Alpha Tech Transfer & Trust (the "ESCROW AGENT") a certificate or certificates evidencing 20.0% of the Aggregate Number of Parent Shares (after adding back all of the Converted Debt Parent Shares) to be issued under Section 1.6(a).