AGGREGATE CONSIDERATION TO BE RECEIVED BY IRONCLAD SHAREHOLDERS Sample Clauses

AGGREGATE CONSIDERATION TO BE RECEIVED BY IRONCLAD SHAREHOLDERS. The aggregate merger consideration, which shall include (a) the shares to be issued at the Effective Time to Ironclad Shareholders (the "MERGER CONSIDERATION SHARES") plus (b) the number of shares to be reserved for issuance by EUTA upon the exercise of any Assumed Options and Warrants (the "MERGER CONSIDERATION RESERVED SHARES"), will be that number of fully paid, nonassessable shares of EUTA Common Stock constituting the Merger Consideration. To the extent necessary, the Parties shall make appropriate adjustment to the Ironclad Common Exchange Ratios, Ironclad Series A Preferred Exchange Ratio, or Ironclad Series B Preferred Exchange Ratio, as applicable, to ensure that the sum of the Merger Consideration Shares and Merger Consideration Reserved Shares shall be equal to the Merger Consideration.
Sample 1
AutoNDA by SimpleDocs

Related to AGGREGATE CONSIDERATION TO BE RECEIVED BY IRONCLAD SHAREHOLDERS

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • Transaction Consideration The Transaction Consideration;

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • 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

  • 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 $8,275,000, 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).

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • 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:

Time is Money Join Law Insider Premium to draft better contracts faster.