ARRANGEMENT CONSIDERATION Sample Clauses

ARRANGEMENT CONSIDERATION. 4.1(a) Audit Date..........................................................................................5.1(e)
Sample 1
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ARRANGEMENT CONSIDERATION. (i) Each common share, par value $1.50 per share, of the Company (a "COMMON SHARE") issued and outstanding immediately prior to the Effective Time (other than Common Shares owned by Parent or any direct or indirect subsidiary of Parent (collectively, the "PARENT COMPANIES") or Common Shares that are owned by any direct or indirect subsidiary of the Company and in each case not held on behalf of third parties (each, an "EXCLUDED SHARE" and collectively, "EXCLUDED SHARES")) shall be exchanged for that number of Class A Subordinate Voting Shares of Parent ("PARENT CLASS A STOCK") equal to (i) (x) 323,141,801 (300 million PLUS the Aggregate Strike Price (as defined below)) DIVIDED BY 18,952,099 (the number of Common Shares outstanding, on a fully diluted basis, as of the date of this Agreement) DIVIDED BY (y)) the lesser of (A) 10 billion DIVIDED BY that number of shares of New Parent Capital Stock (other than the Parent Class B Subordinate Voting Shares) to be outstanding immediately following the Initial Public Offering (as defined below) and (B) the Initial Public Offering Price PLUS (ii) (x) 323,141,801 (300 million PLUS the Aggregate Strike Price DIVIDED BY 18,952,099 (the number of Common Shares outstanding, on a fully diluted basis, as of the date of this Agreement)) DIVIDED BY (y) the Initial Public Offering Price (as defined below), stated as a number ((i) and (ii) together the "ARRANGEMENT CONSIDERATION"). The "INITIAL PUBLIC OFFERING PRICE" shall be the price of the first closed sale under a firm commitment underwritten public offering of Parent Class A Stock pursuant to a registration statement on Form F-1 (the "Initial Public Offering") under the Securities Act of 1933, as amended (the "SECURITIES ACT"). The "AGGREGATE STRIKE PRICE" shall be the aggregate exercise price for all Company Options (as defined herein) outstanding as of the date of this Agreement. At the Effective Time, all Common Shares (other than Excluded Shares) shall be transferred to, and registered in the name of, Parent and a certificate for all such Common Shares shall be issued and registered in the name of Parent, and each certificate (a "CERTIFICATE") formerly representing any of such Common Shares shall thereafter represent the right of the holders such Common Shares to receive the Parent Class A Stock to which they are entitled pursuant to this Section 4.1.
Sample 1
ARRANGEMENT CONSIDERATION. The Final Order shall not provide for any of the Arrangement Consideration to be paid in other than Shares.
Sample 1
ARRANGEMENT CONSIDERATION. (a) As full consideration for the Spectra Shares and Eclipse Shares acquired in the Arrangement, Subco shall pay and deliver or cause to be paid and delivered to the Spectra Shareholders and the Eclipse Shareholders, in the manner, including the combination of Xxxxxxx Shares and cash, set forth in this Article 2, the Base Purchase Price (as defined below), decreased as further set forth in this Section 2.5 (collectively, the "PURCHASE PRICE").
Sample 1
ARRANGEMENT CONSIDERATION. The consideration (the "ARRANGEMENT CONSIDERATION") payable to the Participating Intrex Shareholders pursuant to the Arrangement shall be as follows:
Sample 1
ARRANGEMENT CONSIDERATION. The consideration (the "ARRANGEMENT CONSIDERATION") issuable to the shareholders of Intrex (the "INTREX SHAREHOLDERS") pursuant to the Arrangement shall be an aggregate number of shares equal to 100% of the Capitalization (as defined in Section 2.2(i)), which may be taken at the option of each Intrex Shareholder in either (A) FiberChem Common Shares or (B) FiberChem Special Shares and Intrex Class B Shares, as referred to and as adjusted for as provided in Sections 2.2 and 2.3 below. Each Intrex Class B Share will be exchangeable into an equal number of FiberChem Common Shares.
Sample 1
ARRANGEMENT CONSIDERATION. With respect to the exchange of securities effected pursuant to Sections 2.2(c) of this Plan of Arrangement M2 Cobalt Shareholders that have not exercised dissent rights shall receive, in respect of each M2 Cobalt Share exchanged, one Jervois Share.
Sample 1
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Related to ARRANGEMENT CONSIDERATION

  • Transaction Consideration The Transaction Consideration;

  • Independent Contract Consideration Upon the Effective Date, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars ($50) (the “Independent Contract Consideration”), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in all events.

  • Contingent Consideration The Contingent Consideration shall become payable and/or issuable to each Selling Securityholder within 10 Business Days of the Contingent Consideration Date in accordance with this Section 1.5(c) (and subject to Section 1.5(a)), subject to and in accordance with Section 1.6, including any reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date, then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of the prior sentence with a payment in cash equal to (x) the Purchaser Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the nearest cent).

  • Independent Consideration Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

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

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • 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.

  • Stock Consideration 3 subsidiary...................................................................53

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

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