Common use of Stock Consideration Clause in Contracts

Stock Consideration. The Seller acknowledges that the issuance of the shares in payment of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates representing the shares to be issued to Seller in payment of the Stock Consideration shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS.

Stock Consideration. The At the Closing, Parent and Buyer shall cause to be issued to Seller acknowledges a duly authorized and issued stock certificate representing the Stock Consideration, and following the Closing, to the extent that the issuance Resale Registration Statement is filed with the SEC and the provisions of Section 7.15 apply, (i) in the case where the number of shares issuable upon the effectiveness of the shares in payment Resale Registration Statement is increased pursuant to Section 7.15(b), Parent and Buyer shall cause to be issued to Seller immediately upon the effectiveness of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or Resale Registration Statement an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates additional stock certificate representing the number of any such whole shares of Parent's common stock required to be issued to Seller in payment accordance with such Section, and (ii) in the case where the number of shares issuable upon the effectiveness of the Resale Registration Statement is decreased pursuant to Section 7.15(b), Parent and Buyer shall, upon delivery by Seller for cancellation to Buyer of the original stock certificate issued to Seller, cause to be issued to Seller immediately upon the effectiveness of the Resale Registration Statement a replacement stock certificate representing the total number of shares of Parent's common stock representing the Stock Consideration, as adjusted in accordance with such Section. In addition, whether at the Closing (in the event the Form S-4 Registration Statement has been declared effective under the Securities Act prior to the Closing) or upon the effectiveness of the Resale Registration Statement (in the event the Form S-4 Registration Statement has not been declared effective under the Securities Act prior to the Closing), Parent and Buyer shall, at the request of Seller, deliver such other instruments, coordinate with Parent's transfer agent, and use commercially reasonable efforts to do and perform such other acts and things as may be reasonably necessary to enable Seller to immediately sell, transfer or otherwise liquidate the shares of Parent's common stock constit uting the Stock Consideration shall bear in the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSpublic markets.

Stock Consideration. The Seller acknowledges that (a) Pursuant to the issuance terms of the Pledge Agreement, the Stock Consideration shall be used to secure the indemnification obligations of the Seller Parties (i) with respect to any Excluded Employee Liability arising out of, resulting from or incident to the Defined Benefit Plan, (ii) under the Transition Services Agreement, (iii) under the Co-Manufacturing Agreement and (iv) set forth in Section 8.13 of the Pledge Agreement. In addition to any transfer restrictions set forth in the Certificate of Designations, prior to the Pension Liability Satisfaction Date, Seller shall not Transfer any shares in payment of the Stock Consideration has (including any Conversion Shares) without the prior written consent of Buyer, which consent may be withheld in its sole discretion; provided, that, subject to satisfying the applicable holding period(s) set forth in the Certificate of Designations, Buyer will at any time or from time to time consent to a sale of a number of Conversion Shares up to the number of Conversion Shares that would, upon such sale, result in proceeds that do not been registered exceed an aggregate dollar amount that, assuming that all such proceeds were immediately contributed to the Defined Benefit Plan and the Defined Benefit Plan was terminated immediately following such contribution, would cause Seller to incur an excise tax under Section 4980 of the Code, so long as the proceeds from the sale of such Conversion Shares are immediately contributed to the Defined Benefit Plan and evidence of such contribution is promptly provided by Seller to Buyer. In furtherance, and not in limitation of Section 9.13, in the event that Seller (or any Seller Party) fails to perform its indemnification obligations (i) with respect to any Excluded Employee Liability arising out of, resulting from or incident to the Defined Benefit Plan, (ii) under the Securities Act Transition Services Agreement, (iii) under the Co-Manufacturing Agreement or (iv) set forth in Section 8.13 of 1933the Pledge Agreement, as amended (the “Securities Act”) and that such shares therefore then, in each case, Buyer may not be resold without compliance foreclose, in accordance with the registration requirements of Securities Act or an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning terms of the Securities Act. Except as provided in Pledge Agreement, on the Disclosure Schedule, none number of the shares issued in payment of the Parent Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act then held by Seller and the rules and regulations thereunder. other Seller acknowledges that Parties Company (or any permitted transferee thereof) equal to the certificates representing the shares to be issued to Seller in payment of the Stock Consideration shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSApplicable Indemnity Share Amount.

Stock Consideration. The Seller acknowledges that (a) If the issuance Acquirer so elects by delivery of an irrevocable written notice (an "Acquirer Stock Notice") to R&A not less than fifteen (15) "trading days" (as such term is used in the definition of Acquirer Stock Price set forth below) prior to (A) the Closing, in the case of the shares in payment of the Closing Purchase Price, or (B) the date a Contingent Payment is required to be made by the Acquirer pursuant to Section 1.7 of this Agreement, in the case of the payment of such Contingent Payment (such payment date described in the immediately preceding clause (A) or (B) (as applicable), the "Applicable Payment Date"), the Acquirer shall be permitted to pay up to fifty percent (50%) of the Closing Purchase Price or such Contingent Payment (as applicable) (with the Acquirer Stock Consideration has not been registered under Notice specifying the Securities Act percentage of 1933, the Closing Purchase Price or such Contingent Payment (as amended applicable) to be so paid (the “Securities Act”dollar amount resulting from the product of such specified percentage multiplied by the total amount of the Closing Purchase Price or Contingent Payment (as applicable), the "Stock Component")) in the form of duly and validly authorized, duly and validly issued, fully paid and non-assessable shares of Acquirer Common Stock ("Acquirer Shares") delivered to the R&A Shareholders on the Applicable Payment Date (with such Acquirer Shares to be delivered to the R&A Shareholders in such respective proportions as are notified by R&A to the Acquirer in writing not less than two (2) "trading days" (as such term is used in the definition of Acquirer Stock Price set forth below) prior to the making of such payment), and that portion of the Closing Purchase Price or such shares therefore may Contingent Payment (as applicable) otherwise payable to each R&A Shareholder in the form of immediately available funds pursuant to Section 1.2(b) hereof or Section 1.7 hereof (as applicable) shall be reduced by the amount of the Closing Purchase Price or such Contingent Payment (as applicable) paid to such R&A Shareholder in the form of Acquirer Shares pursuant to this Section 1.8; provided, however, that if (i) the Acquirer Registration Statement (as defined below) relating to an Applicable Payment Date (X) is not be resold without compliance effective on or before the second (2nd) trading day immediately preceding the Applicable Payment Date or (Y) having become so effective on or before the second (2nd) trading day immediately preceding the Applicable Payment Date, does not remain effective as of the Applicable Payment Date, and/or (ii) the Acquirer Shares do not remain listed on The New York Stock Exchange as of the Applicable Payment Date (with the registration requirements Acquirer Shares to be delivered hereunder having been approved for listing thereon), and/or (iii) in the case of Securities Act or an applicable exemption therefrom. Such shares are being or will be acquired by a delivery of Acquirer Shares in connection with the Seller making of a Contingent Payment, (X) since March 31, 2001 the Acquirer has undergone a "change of control" (which shall mean, solely for its own account and without a view to distribution within the meaning purposes of this Section 1.8, that fifty percent (50%) or more of the Securities Act. Except voting capital stock of the Acquirer is then owned by a single Person or "group" (as provided used in Section 13(d) of the Exchange Act and the regulations thereunder), or that the Acquirer and/or its subsidiaries have transferred fifty percent (50%) or more of their consolidated assets to another Person or group (in a single transaction or a series of related transactions), in each case regardless of how structured) and/or (Y) since the end of the most recently completed fiscal year of the Acquirer which ended not less than one month prior to the Applicable Payment Date, there has been any circumstance, event or occurrence that has had or, individually or in the Disclosure Scheduleaggregate, would reasonably be expected to have, a Material Adverse Effect on the Acquirer (and the Acquirer shall represent and warrant in writing to the R&A Shareholders as a condition to the delivery of Acquirer Shares in connection with the making of a Contingent Payment that neither of the events described in this clause (iii) has so occurred), then in any such event (or combination of events) the Acquirer shall be required on the Applicable Payment Date to pay the entire Closing Purchase Price or Contingent Payment (as applicable) in the form of immediately available funds pursuant to Section 1.2(b) hereof or Section 1.7 hereof (as applicable) (in lieu of the delivery of any Acquirer Shares pursuant to this Section 1.8); and provided, further, that, notwithstanding clause (i)(X) of the immediately preceding proviso, solely in the event that an Acquirer Registration Statement relating to the Stock Component (if any) of the Closing Purchase Price is not effective on or before the second (2nd) trading day immediately preceding the Closing, then in such event (and provided that none of the shares issued other events described in payment clauses (i) and (ii) of the immediately preceding proviso have occurred, and that the Acquirer has complied with its covenants under Section 1.8(b) below), the Acquirer shall be permitted to pay twenty-five percent (25%) of the Closing Purchase Price (or such lower percentage as was specified in the Acquirer Stock Consideration will beNotice) in the form of Acquirer Shares delivered to the R&A Shareholders at the Closing (with such Acquirer Shares to be delivered to the R&A Shareholders in such respective proportions as are notified by R&A to the Acquirer in writing not less than two (2) trading days prior to the making of such payment), directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or provided that the Acquirer thereafter shall be obligated to use its reasonable best efforts to have such Acquirer Registration Statement become effective as promptly as possible (and to otherwise disposed of except in compliance comply with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates representing the shares to be issued to Seller in payment of the Stock Consideration shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSRegistration Rights Agreement.

Stock Consideration. The At the Closing, Parent and Buyer shall cause to be ------------------- issued to Seller acknowledges a duly authorized and issued stock certificate representing the Stock Consideration, and following the Closing, to the extent that the issuance Resale Registration Statement is filed with the SEC and the provisions of Section 7.15 ------------ apply, (i) in the case where the number of shares issuable upon the effectiveness of the shares in payment Resale Registration Statement is increased pursuant to Section 7.15(b), Parent and Buyer shall cause to be issued to Seller immediately --------------- upon the effectiveness of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or Resale Registration Statement an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates additional stock certificate representing the number of any such whole shares of Parent's common stock required to be issued to Seller in payment accordance with such Section, and (ii) in the case where the number of shares issuable upon the effectiveness of the Resale Registration Statement is decreased pursuant to Section 7.15(b), Parent --------------- and Buyer shall, upon delivery by Seller for cancellation to Buyer of the original stock certificate issued to Seller, cause to be issued to Seller immediately upon the effectiveness of the Resale Registration Statement a replacement stock certificate representing the total number of shares of Parent's common stock representing the Stock Consideration, as adjusted in accordance with such Section. In addition, whether at the Closing (in the event the Permit is issued prior to the Closing) or upon the effectiveness of the Resale Registration Statement (in the event the Permit is not issued prior to the Closing), Parent and Buyer shall, at the request of Seller, deliver such other instruments, coordinate with Parent's transfer agent, and use commercially reasonable efforts to do and perform such other acts and things as may be reasonably necessary to enable Seller to immediately sell, transfer or otherwise liquidate the shares of Parent's common stock constituting the Stock Consideration shall bear in the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSpublic markets.

Stock Consideration. The At the Closing, Parent and Buyer shall cause to be issued to Seller acknowledges a duly authorized and issued stock certificate representing the Stock Consideration, and following the Closing, to the extent that the issuance Resale Registration Statement is filed with the SEC and the provisions of Section 7.15 apply, (i) in the case where the number of shares issuable upon the effectiveness of the shares in payment Resale Registration Statement is increased pursuant to Section 7.15(b), Parent and Buyer shall cause to be issued to Seller immediately upon the effectiveness of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or Resale Registration Statement an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates additional stock certificate representing the number of any such whole shares of Parent's common stock required to be issued to Seller in payment accordance with such Section, and (ii) in the case where the number of shares issuable upon the effectiveness of the Resale Registration Statement is decreased pursuant to Section 7.15(b), Parent and Buyer shall, upon delivery by Seller for cancellation to Buyer of the original stock certificate issued to Seller, cause to be issued to Seller immediately upon the effectiveness of the Resale Registration Statement a replacement stock certificate representing the total number of shares of Parent's common stock representing the Stock Consideration, as adjusted in accordance with such Section. In addition, whether at the Closing (in the event the Permit is issued prior to the Closing) or upon the effectiveness of the Resale Registration Statement (in the event the Permit is not issued prior to the Closing), Parent and Buyer shall, at the request of Seller, deliver such other instruments, coordinate with Parent's transfer agent, and use commercially reasonable efforts to do and perform such other acts and things as may be reasonably necessary to enable Seller to immediately sell, transfer or otherwise liquidate the shares of Parent's common stock constituting the Stock Consideration shall bear in the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWSpublic markets.