Alternate Consideration Clause Samples
Alternate Consideration. If holders of Class A Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any Optional Conversion or the Automatic Conversion following such Fundamental Transaction. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 4.5(c) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for the Series C Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Designations which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Class A Common Stock acquirable and receivable upon an Optional Conversion or the Automatic Conversion (without regard to the Beneficial Ownership Limitation) prior to such Fundamental Transaction, and with a conversion price which applies the Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Class A Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of the Series C Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for, the Corporation so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Corporation” shall refer instead to the Successor Entity, and the Successor Entity may exercise every right and power of the Corporation an...
Alternate Consideration. By written notice to Domain given not later than three (3) business days prior to the Closing Date, EFC may elect to alter the composition of the Cash Consideration by causing Domain to purchase the Gulfstar Holdings for (i) $7,400,000 in cash, payable in immediately available funds to an account or accounts designated by EFC and (ii) a number of shares of the Domain Common Stock equal to the quotient of (x) $500,000 divided by (y) the last sale price of Domain Common Stock as reported on the New York Stock Exchange Composite Tape on the third business day immediately preceding the Closing Date, rounded up or down to the nearest whole share (the "Alternate Domain Shares" and, together with the Main Domain Shares, the "Domain Shares").
Alternate Consideration. At the Effective Time and in accordance with the terms of the Warrants, each Warrant outstanding as of immediately prior to the Effective Time shall automatically and without any action on the part of the holder thereof, cease to represent a warrant to purchase Apexigen Common Stock, and shall be assumed and converted as of the Effective Time into a warrant to acquire, on substantially similar terms and conditions as were applicable under such Warrant, (A) a number of shares of Pyxis Oncology Common Stock determined by multiplying (1) the number of shares of Apexigen Common Stock subject to such Warrant immediately prior to the Effective Time by (2) 0.1725 (the “Exchange Ratio”) (rounded down to the nearest whole share), with (B) an exercise price per share equal to (1) the exercise price per share of such Warrant as of immediately prior to the Effective Time, divided by (2) the Exchange Ratio (rounded up to the nearest whole cent) (with any fractional shares to be dealt with in accordance with the terms of such Warrants).
Alternate Consideration. (a) If (i) the report of the Independent Auditor fails to conclude that the value of the Subject Shares is at least as high as the value of the Exchange Shares, or (ii) the Commercial Register shall not have accepted the registration of the Capital Increase within 15 days following the Share Exchange Closing Date, then the right of the Stockholders to receive the Exchange Shares shall automatically terminate and Parent shall instead be obligated, in full satisfaction of Parent’s obligations under this Agreement, to deliver to each Stockholder cash equal to the product of (x) the number of such Stockholder’s Subject Shares and (y) $6.60 U.S. Dollars (the “Alternate Consideration”).
(b) Parent shall pay or cause to be paid the Alternate Consideration to each Stockholder by wire transfer to an account previously designated by such Stockholder within five business days following the Effective Time of the Merger.
Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the a holder of Series I Non-Voting Convertible First Preferred Shares shall be given the same choice as to the Alternate Consideration it receives upon any conversion of Series I Non-Voting Convertible First Preferred Shares following such Fundamental Transaction.