Aggregate Common Stock Consideration Undersubscribed Sample Clauses

Aggregate Common Stock Consideration Undersubscribed. If the number of Common Stock Election Shares is less than eighty-five percent (85%) of the total number of shares of FNB Common Stock issued and outstanding on the Effective Date, then: (A) All No-Election Shares shall be converted into the right to receive Common Stock Election Shares; (B) All Common Stock Election Shares shall be converted into the right to receive the Common Stock Consideration; (C) If all of the No-Election Shares are converted to Common Stock Election Shares under Section 2.02(e)(ii)(A) and the number of Common Stock Election Shares then remains less than eighty-five percent (85%) of the total number of shares of FNB Common Stock issued and outstanding on the Effective Date, then the Exchange Agent shall convert, on a pro rata basis described in subsection 2.02(e)(iii) below, a sufficient number of Cash Election Shares (excluding Dissenting FNB Shares) into Common Stock Election Shares (“Reallocated Common Stock Shares”) such that the number of Common Stock Election Shares (including No-Election Shares and Reallocated Common Stock Shares) equals eighty-five percent (85%) of the total number of shares of FNB Common Stock issued and outstanding on the Effective Date, and such Reallocated Common Stock Shares shall be converted into the right to receive the Common Stock Consideration; and (D) All Cash Election Shares (subject to Section 2.05 with respect to FNB Dissenting Shares) which are not Reallocated Common Stock Shares shall be converted into the right to receive the Cash Consideration; such that the Aggregate Common Stock Consideration is at least eighty-five percent (85%), and the Aggregate Cash Consideration is no more than fifteen percent (15%), of the total number of shares of FNB Common Stock issued and outstanding on the Effective Date.
Sample 1
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Aggregate Common Stock Consideration Undersubscribed. If the number of Common Stock Election Shares is less than seventy percent (70%) of the total number of shares of Pennsylvania Common Stock issued and outstanding on the Effective Date, then: (A) All Common Stock Election Shares shall be converted into the right to receive the Common Stock Consideration; (B) No-Election Shares shall be converted into Common Stock Election Shares to the extent necessary to have the aggregate number of Common Stock Election Shares (including such converted No-Election Shares) equal seventy percent (70%) of the total number of shares of Pennsylvania Common Stock issued and outstanding on the Effective Date. If less than all of the No-Election Shares need to be converted to Common Stock Election Shares, then the Exchange Agent shall select which No-Election Shares shall be converted into Common Stock Election Shares in such manner as the Exchange Agent, in its sole discretion, shall determine. All remaining unconverted No-Election Shares shall be treated as Cash Election Shares and shall be converted into the right to receive the Cash Consideration. (C) If all of the No-Election Shares are converted to Common Stock Election Shares under the preceding subsection and the number of Common Stock Election Shares then remains less than seventy percent (70%) of the total number of shares of Pennsylvania Common Stock issued and outstanding on the Effective Date, then the Exchange Agent shall convert, on a pro rata basis described in subsection 2.02(f)(iv) below, a sufficient number of Cash Election Shares (excluding Dissenting Pennsylvania Shares) into Common Stock Election Shares (“Reallocated Common Stock Shares”) such that the number of Common Stock Election Shares (including No-Election Shares and Reallocated Common Stock Shares) equals seventy percent (70%) of the total number of shares of Pennsylvania Common Stock issued and outstanding on the Effective Date, and such Reallocated Common Stock Shares shall be converted into the right to receive the Common Stock Consideration; and (D) All Cash Election Shares (subject to Section 2.06 with respect to Pennsylvania Dissenting Shares) which are not Reallocated Common Stock Shares shall be converted into the right to receive the Cash Consideration; such that the Aggregate Common Stock Consideration is seventy percent (70%), and the Aggregate Cash Consideration is thirty percent (30%), of the total number of shares of Pennsylvania Common Stock issued and outstanding on the Effective Dat...
Sample 1
Aggregate Common Stock Consideration Undersubscribed. If the amount of Common Stock Consideration elected by the Common Stock Election Shares and Mixed Election Shares (including No-Election Shares that are treated as Mixed Election Shares), is less than the Minimum Common Stock Consideration, then: (A) All Mixed Election Shares (including No-Election Shares) shall be converted into the right to receive the Per Share Mixed Consideration; (B) All Common Stock Election Shares shall be converted into the right to receive the Per Share Common Stock Consideration; (C) A sufficient number of Cash Election Shares (excluding Dissenting Bay Net Financial Shares) shall be converted, on the pro rata basis described in subsection 2.4(c)(iii) below, into Common Stock Election Shares (“Reallocated Common Stock Shares”) such that the total Common Stock Consideration payable by Sterling shall equal the Minimum Common Stock Consideration; and (D) The Cash Election Shares (subject to Section 2.7 with respect to Bay Net Financial Dissenting Shares) that are not Reallocated Common Stock Shares shall be converted into the right to receive the Per Share Cash Consideration; with the result of the foregoing being that the Merger Consideration is comprised of the Minimum Common Stock Consideration and the Maximum Cash Consideration.
Sample 1

Related to Aggregate Common Stock Consideration Undersubscribed

  • NUMBER OF SHARES AND EXERCISE PRICE The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Default Exceeding 10% of Firm Units or Option Units In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Units or Option Units, the Representative does not arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm Units or Option Units on such terms. In the event the Representative does not arrange for the purchase of the Firm Units or Option Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability on the part of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Units, this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Availability of Preferred Shares The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

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