Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.
Appears in 21 contracts
Samples: Underwriting Agreement (Societal CDMO, Inc.), Business Combination Agreement (Pioneer Merger Corp.), Exclusive License Agreement
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the CorporationBoard.
Appears in 12 contracts
Samples: Adoption Agreement (Sagrera Ricardo A.), Adoption Agreement (Gonzalez May Carlos Alfredo), Voting Agreement (Lewis & Clark Ventures I, LP)
Amount Deemed Paid or Distributed. The amount funds and assets deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, transfer or other disposition or redemption described in this Section 2 shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.deemed its fair market value. Any securities shall be valued as follows:
Appears in 4 contracts
Samples: Securities Purchase Agreement and Investor Agreement (SK Ecoplant Co., Ltd.), Securities Purchase Agreement and Investor Agreement (Bloom Energy Corp), Securities Purchase Agreement (SK Ecoplant Co., Ltd.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the CorporationDirectors.
Appears in 3 contracts
Samples: Form of Series Z Subscription Agreement (Starry Holdings, Inc.), Agreement and Plan of Reorganization (Camden Learning CORP), Registration Rights Agreement (Camden Learning CORP)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.
Appears in 3 contracts
Samples: Registration Rights Agreement (Air Liquide Investissements d'Avenir Et De Demonstration), Securities Purchase Agreement (Plug Power Inc), Capstone Therapeutics Corp.
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be as determined in good faith by the Board of Directors of the Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.), Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation, including the Preferred Stock Director (as defined below).
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Seres Therapeutics, Inc.), Adoption Agreement (Seres Therapeutics, Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition Liquidation Event or redemption Deemed Liquidation Event shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.
Appears in 2 contracts
Samples: Consent Agreement (ExamWorks Group, Inc.), Consent Agreement (ExamWorks Group, Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders by the Corporation or the acquiring person, firm or other entitypursuant to such Deemed Liquidation Event. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation, including the approval of at least one Preferred Director (as defined herein).
Appears in 2 contracts
Samples: Registration Rights Agreement (Ondas Holdings Inc.), Adoption Agreement (Ondas Holdings Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock membership interests of the Corporation Company upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation Company or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors Managers (including at least a majority of the CorporationSeries A Managers).
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of pursuant to such property, rights or securities shall be determined in good faith by the Board of Directors of the CorporationDeemed Liquidation Event.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (TypTap Insurance Group, Inc.), Preferred Stock Purchase Agreement (HCI Group, Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation, including a majority of the Series A Directors.
Appears in 1 contract
Amount Deemed Paid or Distributed. The amount funds and assets deemed paid or distributed to the holders of capital stock of the Corporation Company upon any such merger, consolidation, sale, transfer, exclusive license, transfer or other disposition or redemption shall described in this Section 2.3 will be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation Company or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the CorporationBoard.
Appears in 1 contract
Samples: Convertible Note Agreement
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders by the Corporation or the acquiring person, firm or other entitypursuant to such Deemed Liquidation Event. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.
Appears in 1 contract
Amount Deemed Paid or Distributed. The amount funds and assets deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, transfer or other disposition or redemption shall described in this Section 2.3 will be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the CorporationBoard.
Appears in 1 contract
Samples: Stock Purchase Agreement
Amount Deemed Paid or Distributed. The amount funds and assets deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, transfer or other disposition or redemption shall described in this Section 1.3 will be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall will be determined in good faith by the Board of Directors of the CorporationBoard.
Appears in 1 contract
Samples: Squiddite Preferred Stock Agreement
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities (other than cash) shall be determined in good faith by the Board of Directors of the CorporationBoard.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (American Public Education Inc)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board Board. Table of Directors of the Corporation.Contents
Appears in 1 contract
Samples: Contribution and Exchange Agreement (Morningside Venture Investments LTD)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders by the Corporation or the acquiring person, firm or other entitypursuant to such Deemed Liquidation Event. The value of such property, rights or securities shall be determined in good faith by the Board Board, including the approval of Directors both of the CorporationPreferred Directors (as defined below).
Appears in 1 contract
Samples: Stock Purchase Agreement (Energy Exploration Technologies, Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entityPerson. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.
Appears in 1 contract
Samples: Securities Purchase Agreement (GRANDPARENTS.COM, Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the fair market value of the property, rights rights’ or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bespoke Capital Acquisition Corp)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors Board, subject to the approval of the Corporationholders of a majority of the outstanding shares of Series A Preferred Stock.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement
Amount Deemed Paid or Distributed. The amount funds and assets deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, transfer or other disposition or redemption shall described in this Section 1.6 will be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of (the Corporation“Board”). 2.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Caladrius Biosciences, Inc.)
Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or and the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.
Appears in 1 contract
