The Merger Consideration. The Merger Consideration will, upon issuance, be duly authorized, legally and validly issued, fully paid and non-assessable, and free and clear of all liens, mortgages, pledges, and other encumbrances of any nature, unless expressly provided herein to the contrary.
The Merger Consideration. The consideration to be paid by the Buyer for the Shares pursuant to the Merger (the "MERGER CONSIDERATION") shall consist of the sum of (i) $4,000,000, plus (ii) the Net Book Value (as defined in Section 1.2(c)(1) below).
The Merger Consideration. Subject to adjustment and reduction as set forth herein, the aggregate consideration to be delivered by EFX to or for the benefit of the Stockholders, the Optionholders and the Warrantholders in connection with the Merger shall be the sum of $124,000,000 (the “Merger Consideration”).
The Merger Consideration. As of the Effective Time, as a result of the Merger and without any other action on the part of the stockholders, all of the outstanding shares of common stock, $0.001 par value per share, of PBAC (the "PBAC Common Stock") shall be converted into shares of common stock of the Surviving Corporation (the "PolaRx Common Stock") and all of the shares of PolaRx outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of the stockholders, be automatically converted into the shares of CTI Common Stock (as hereinafter defined) and additional consideration upon subsequent closing dates, for aggregate consideration (the "Merger Consideration") by virtue of the Merger and without any action on the part of the stockholders and be converted into the right of such PolaRx Stockholders to receive that portion of the Merger Consideration (as defined below) set forth across from their names in Schedule 1 (the "PolaRx Stockholders"). Fractional shares shall be rounded up or down to the nearest whole number. The Merger Consideration shall be:
The Merger Consideration. (a) Subject to adjustment as set forth in Section 3.7, the maximum number of shares of Purchaser Stock to be issued (including Purchaser Stock to be reserved for issuance upon exercise of any of the Company's options and warrants to be assumed by the Purchaser) in exchange for the acquisition by the Purchaser of all the shares of capital stock of the Company outstanding immediately prior to the Effective Time and all unexpired and unexercised options and warrants to acquire capital stock outstanding immediately prior to the Effective Time (collectively referred to as the "Options") of the Company shall be 5,400,000 (as adjusted in accordance with Section 3.7, the "Gross Merger Consideration"). No adjustment shall be made in the number of shares of Purchaser Stock issued in the Merger as a result of any cash proceeds received by the Company from the date hereof to the Closing Date pursuant to the exercise of options or warrants to acquire shares of capital stock of the Company. The Gross Merger Consideration shall be allocated among the Selling Stockholders and holders of the Options as described in Sections 1.3(b) and 3.1 hereof.
The Merger Consideration. As of the Effective Date (as defined in Section 3.2 below), as a result of the Merger and without any other action on the part of the stockholders, AFMN shall receive 14,865,657 shares of the authorized, but previously unissued, common capital stock of Medical Media (the "Medical Media Shares") in exchange for all of the issued and outstanding capital stock of Target Company.
The Merger Consideration. Purchaser shall acquire all of the outstanding shares of Common Stock, and assume all of the Company Options, for an aggregate consideration of Twenty Five Million Dollars ($25,000,000), payable in shares of Purchaser Stock (the "Merger ------ Consideration"). Each Selling Shareholder shall be allocated the portion of the ------------- Merger Consideration set forth on Schedule I attached hereto in exchange for the shares of Common Stock held by such Selling Shareholder.
The Merger Consideration. The total consideration to be paid by Buyer in the Merger (the “Merger Consideration”) shall be comprised of the following:
The Merger Consideration. The merger consideration shall be FIVE HUNDRED SIXTY MILLION DOLLARS ($560,000,000) adjusted as follows:
The Merger Consideration. The Merger Consideration shall be as follows:
