Stock Consideration definition
Examples of Stock Consideration in a sentence
Holders of shares of Northfield Common Stock that have not made a valid Cash Election or Stock Election pursuant to Section 2.3 are sometimes referred to herein as “Non-Election Shares”) will receive Cash Consideration or Stock Consideration, as determined in the sole discretion of Newco, subject to the provisions of Section 2.2(b).
Following the completion of the transactions contemplated by the Plan of Conversion and immediately prior to the Closing, Newco shall have sufficient immediately available cash on hand to fund the Cash Consideration and sufficient shares of Newco Common Stock reserved for issuance to the holders of Northfield Common Stock to provide the Stock Consideration in connection with the Merger, collectively to enable the Merger Consideration to be paid in full in accordance with the terms hereof.
Purchaser has, and on the Closing Date will have, a sufficient number of Purchaser Common Stock authorized for issuing the Stock Consideration.
The Parent Board has received the opinion of W▇▇▇▇ Fargo Securities (which, if initially rendered verbally, has been or will be confirmed by a written opinion dated the same date, the “Parent Fairness Opinion”), to the effect that, on the basis of and subject to the various qualifications, assumptions and limitations set forth therein, as of the date of such Parent Fairness Opinion, the Stock Consideration is fair, from a financial point of view, to the holders of Parent Shares.
Seller acknowledges that, except as provided in this Agreement and the Registration Rights Agreement, such shares of Purchaser Common Stock constituting the Stock Consideration will be issued in a transaction exempt from registration under the Securities Act and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom.