Closing Merger Consideration. The Parent shall deliver the ---------------------------- Closing Merger Consideration to the Shareholders. The consummation of the Closing shall not be deemed to be a waiver by the Shareholders of any of their rights or remedies hereunder for breach of any warranty, covenant or agreement herein by the Parent or Merger Sub irrespective of any knowledge of or investigation with respect thereto made by or on behalf of any Shareholder; provided, however, that if the Parent shall disclose in writing to the Shareholders prior to the Closing a specified breach of a specifically identified representation, warranty, covenant or agreement of the Parent or Merger Sub contained herein by the Parent or Merger Sub, and requests a waiver thereof by the Company and the Shareholders, and the Company and the Shareholders shall waive any such specifically identified breach in writing prior to the Closing, the Company and the Shareholders shall be deemed to have waived their rights and remedies hereunder for, and the Parent and Merger Sub shall have no liability or obligation to the Shareholders or the Company with respect to, any such specifically identified breach, to the extent so identified by the Parent and waived by the Company and the Shareholders.
Closing Merger Consideration. Exhibit 1 Closing Outstanding Common Stock Number............................... Exhibit 1 Closing Per Share Cash Amount......................................... Exhibit 1 Closing Per Share Common Stock Amount................................. Exhibit 1 Code......................................................................... 1 Company...................................................................... 1
Closing Merger Consideration. The Parent shall deliver the Closing Merger Consideration to the Shareholders by delivering the Closing Per Share Cash Amount for the Converted Shares and providing evidence to the Shareholders' of notification of the Parent's stock transfer agent with respect to issuance of certificates representing the Closing Per Share Common Stock Amount applicable to the Converted Shares.
Closing Merger Consideration. On the Closing Date and simultaneous with the Effective Time of the Merger, the Parent shall issue to the Company Stockholder that number of shares of Parent Common Stock as shall be equal to the result of dividing (x) $2,000,000, by (y) the closing price per share of the Parent’s Common Stock, as traded on the Nasdaq Capital Markets (or other national securities exchange) on the trading day immediately prior to date of execution of this Agreement (the “Closing Merger Consideration”).
Closing Merger Consideration. The total consideration to be paid to the Holders in respect of the Merger shall consist of (a) the Closing Merger Consideration, and (b) the Earnout Consideration. The Closing Merger Consideration shall be paid to the Holders at the Closing and the Earnout Consideration shall be paid as provided in Section 3.03(c), in each instance, in accordance with the Allocation Schedule and the terms and conditions set forth herein.
Closing Merger Consideration. The consideration for the Merger (the "Closing Merger Consideration") will be paid to Target Shareholders in a combination of cash and equity as follows:
Closing Merger Consideration. The “Company Closing Merger Consideration” shall be payable to Sellers and equal to the sum 251,087 Common Shares.
Closing Merger Consideration. (i) TEI Med shall wire to the Paying Agent, in immediately available funds, at or prior to the Effective Time, an amount equal to the Estimated Closing Cash, (ii) Parent shall wire to the Paying Agent, in immediately available funds, at or prior to the Effective Time, an amount equal to (A) the Closing Merger Consideration minus (B) the sum of (1) an amount equal to the Estimated Closing Cash, (2) the Option Closing Merger Consideration and (3) the aggregate exercise prices of all In-Money Options.
Closing Merger Consideration. The consideration for the Merger (the "Closing Merger Consideration") will be paid to Target Shareholders in equity of Parent common stock on a 1:0.7 exchange basis such that each share of Target Stock shall be exchanged for 0.7 shares of Parent Common Stock. Upon completion of the share exchange, any fractional shares will be rounded up to the nearest whole share. As a result of the Merger, Parent will be the sole shareholder of Target and Target shareholders will become minority shareholders of Parent.
Closing Merger Consideration. Deposit of the Cash Consideration and the Stock Consideration with the Exchange Agent in accordance with Section 2.08.
