Adjustments for Organic Change With Consideration Consisting Solely of Cash Sample Clauses

Adjustments for Organic Change With Consideration Consisting Solely of Cash. If (i) the Company reorganizes its capital stock, reclassifies its capital stock or consolidates or merges with or into another Person or enters into a business combination with another Person where the Company is not the Successor Person, or sells, leases, transfers or otherwise disposes of all or substantially all of its property, assets or business to another Person (each, an “Organic Change”), and (B) pursuant to the terms of such Organic Change, the consideration to be received by or distributed to the holders of Common Stock of the Company consists solely of cash, then the Successor Person shall purchase the Warrants on the Organic Change Date for an amount in cash (less the Exercise Price) equal to the greater of (i) the consideration as such Holder would have been entitled to receive upon exercise of its Warrant had it been exercised immediately before such Organic Change, subject to applicable adjustments (as determined in good faith by the Board of Directors) and (ii) the Black Scholes Warrant Value.
Sample 1
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Adjustments for Organic Change With Consideration Consisting Solely of Cash. If (i) the Company reorganizes its capital stock, reclassifies its capital stock or consolidates or merges with or into another Person or enters into a business combination with another Person where the Company is not the Successor Person, or sells, leases, transfers or otherwise disposes of all or substantially all of its property, assets or business to another Person (each, an “Organic Change”), and (ii) such Organic Change (A) is an all cash transaction, (B) is a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (C) involves a person or entity not traded on an Eligible Market, then the Successor Person shall purchase the Warrants on the Organic Change Date for an amount in cash (less the Exercise Price) equal to the greater of (x) the consideration as such Holder would have been entitled to receive upon exercise of its Warrants had such Warrants been exercised immediately before such Organic Change, subject to applicable adjustments (as determined in good faith by the Board of Directors) and (y) the Black Scholes Warrant Value.
Sample 1
Adjustments for Organic Change With Consideration Consisting Solely of Cash. If, on or prior to the fourth anniversary of the Issue Date, (A) the Company reorganizes its capital stock, reclassifies its capital stock or consolidates or merges with or into another person or enters into a business combination with another person (in the case of a reorganization, reclassification, consolidation, merger or business combination where the Company is not the surviving person (such successor or acquiring person being referred to as the “Successor Person”)), or sells, leases, transfers or otherwise disposes of all or substantially all of its property, assets or business to another person (each, an “Organic Change”), and (B) pursuant to the terms of such Organic Change, the consideration to be received by or distributed to the holders of New Common Stock of the Company consists solely of cash, then the Successor Person shall purchase the Warrants on the Organic Change Date (as defined below) for an amount in cash equal to the Purchase Price.
Sample 1

Related to Adjustments for Organic Change With Consideration Consisting Solely of Cash

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Capital Adjustments and Corporate Events If, from time to time during the term of this Agreement, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, the Unvested Shares shall be adjusted in accordance with the provisions of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Unvested Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of this Agreement and included thereafter as “Unvested Awarded Shares” for purposes of this Agreement.

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