Consideration for Capital Stock Sample Clauses

Consideration for Capital Stock. Upon the terms and subject to the conditions contained herein, as consideration for the purchase of up to 100% of the shares of Capital Stock, Buyer shall (i) pay a purchase price (the "Purchase Price") of $.104933 per share for an aggregate of up to Twenty Million Eight Hundred Fifty-Two Thousand One-Hundred Eighteen Dollars and Fifty-Six Cents ($20,852,118.56), payable by the delivery to Sellers of immediately available funds and (ii) issue in escrow (in accordance with Section 2.3 hereof) for the benefit of Sellers 523,980 shares of exchangeable 6% junior preferred stock of the Buyer in the aggregate face amount of $2,619,900 (the "Exchangeable Preferred Stock") subject to the terms and conditions of that certain Junior Preferred Stock Exchange Agreement; PROVIDED, HOWEVER, that Buyer shall substitute cash for Exchangeable Preferred Stock with respect to certain Sellers entitled to receive Exchangeable Preferred Stock hereunder in an aggregate face amount less than $47,266 at Closing, and such Sellers shall accept such cash consideration in lieu of the Exchangeable Preferred Stock.
Sample 1
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Consideration for Capital Stock. In full consideration of the receipt of the Capital Stock, Purchaser will pay the following consideration:
Sample 1
Consideration for Capital Stock. The Purchase Price will be paid as follows:
Sample 1
Consideration for Capital Stock. The purchase price for the Capital Stock (the "Purchase Price") shall be an amount equal to One Hundred Five Million Two Hundred Ninety Nine Thousand Three Hundred Ninety Four Dollars ($105,299,394) in cash. Such number has been derived pursuant to the calculation set forth on Exhibit 2. The Purchase Price is subject to the adjustment as provided in Section 4 below. Subject to Sections 3.2.5 and 7.18 below, the Purchase Price and the other payments set forth in Section 3.1.1 below shall be paid to Sellers on the Closing Date by wire transfer of immediately available funds to accounts designated in writing by Sellers to Buyer at least one (1) business day before the Closing Date. $103,299,394 of the Purchase Price is attributable to the purchase of the Newmark Stock and $2,000,000 of the Purchase Price is attributable to the purchase of the PLUSA Stock.
Sample 1

Related to Consideration for Capital Stock

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Adjustment for Common Stock Dividends and Distributions If the Company, at any time or from time to time after the Original Issue Date while this Warrant remains outstanding makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date, and thereafter the Exercise Price shall be adjusted pursuant to this Section 3.1(a)(ii) to reflect the actual payment of such dividend or distribution.

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

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