Examples of Outstanding TARGET Shares in a sentence
Promptly following the Effective Time, the Exchange Agent shall send to each holder of Outstanding TARGET Shares immediately prior to the Effective Time a form of letter of transmittal (the "Letter of Transmittal") for use in exchanging certificates previously evidencing shares of TARGET Common Stock ("Old Certificates").
Xxxxxxx, who hold options exercisable for an aggregate of 752 shares of TARGET Common Stock at an aggregate exercise price of $108,959, shall be permitted to exercise any or all such options at any time prior to the Closing Date, in which event the number of shares of PURCHASER Common Stock into which Outstanding TARGET Shares will be converted pursuant to Section 3.1(b) of this Agreement shall be increased by (i) the aggregate exercise price of all of said options that are so exercised divided by (ii) 16.
The calculation of the Earnout Revenues set forth in the PURCHASER Determination Notice will be final and binding on PURCHASER and the holders of Outstanding TARGET Shares and Management Members unless the Stockholders’ Agent shall have notified PURCHASER in writing within thirty (30) days after receipt of the PURCHASER Determination Notice that the Stockholders’ Agent disagrees with such calculation.
TARGET shall send or cause to be sent to each ------------------ holder of Outstanding TARGET Shares as of the RECORD DATE a form of letter of transmittal (the "Letter of Transmittal") for use in exchanging Old Certificates for cash and certificates representing PURCHASER Common Stock which shall be deposited with the Exchange Agent by PURCHASER as of the Effective Time.
The number of shares of TARGET Common Stock to be converted into the right to receive Stock Consideration shall be not less than 51% of the number of Outstanding TARGET Shares (the "Minimum Stock Election Number") and not greater than 65% of the number of Outstanding TARGET Shares (the "Maximum Stock Election Number").
Promptly following the Effective Time, and in no event later than ten (10) business days after the Effective Time, the Exchange Agent shall send to each holder of Outstanding TARGET Shares immediately prior to the Effective Time a form of letter of transmittal (the "Letter of Transmittal") for use in exchanging certificates previously evidencing shares of TARGET Common Stock ("Old Certificates").
TARGET shall send or cause to be sent to each holder of Outstanding TARGET Shares as of the RECORD DATE a form of letter of transmittal (the "Letter of Transmittal") for use in exchanging Old Certificates for cash and certificates representing PURCHASER Common Stock which shall be deposited with the Exchange Agent by PURCHASER as of the Effective Time.
The calculation of the Earnout Revenues set forth in the Accountant Determination Notice shall be final and binding on PURCHASER, the holders of the Outstanding TARGET Shares and the Management Members unless PURCHASER or the Stockholders’ Agent shall notify the other within fifteen (15) days after receipt of the Accountant Determination Notice that PURCHASER or the Stockholders’ Agent disputes any matter with respect to such accountants’ calculation.
Concurrent with the execution hereof, TARGET ------------------- shall obtain and deliver to PURCHASER irrevocable proxies in substantially the form of Exhibit 6 hereto from Affiliates of TARGET holding in the aggregate 51% of the Outstanding TARGET Shares.