Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holder thereof, the outstanding shares of capital stock, consisting of 15,000 shares of common stock, no par value per share of the Company (the "Company Stock") shall be converted into the right to receive: (a) that number of shares of Centerprise common stock, par value $.01 per share (the "Centerprise Common Stock") shown on line T of Schedule 2.1; provided, however, that if the initial public offering price of the Centerprise Common Stock is below $11.90 per share, the number of shares of Centerprise Common Stock received at Closing shall be increased such that the value of the shares, using the initial public offering price, equals the amounts shown on line U of Schedule 2.1 (the "Stock Consideration") and (b) the amount of cash shown on line S of Schedule 2.1 (the "Cash Consideration"). The sum of the Cash Consideration and the Stock Consideration is herein referred to as "Basic Purchase Consideration."
Basic Purchase Consideration. At the Closing, by virtue of ---------------------------- the Merger and without any action on the part of the holders thereof, the outstanding shares of capital stock, consisting of 1,574.2869 shares of common stock, par value $1.00 per share of the Company (the "COMPANY STOCK") shall be converted into the right to receive: (a) that number of shares of CenterPoint common stock, par value $.01 per share (the "CENTERPOINT COMMON STOCK") determined in accordance with the formula in Schedule 2.1 (the "STOCK ------------ CONSIDERATION") and (b) the amount of cash in Schedule 2.1 (the "CASH ------------ CONSIDERATION"). The sum of the Cash Consideration and the Stock Consideration is herein referred to as "BASIC PURCHASE CONSIDERATION."
Basic Purchase Consideration. At the Closing, by virtue of ---------------------------- the Mergers and without any action on the part of the holders thereof:
(a) the outstanding shares of capital stock of Xxxxxxx, consisting of 500 shares of common stock, par value $1.00 per share, shall be converted into the right to receive (i) that number of shares of common stock, par value $.01 per share, of CenterPoint ("CENTERPOINT COMMON STOCK") determined in accordance with the formula set forth in Schedule 2.1(a); (ii) a promissory --------------- note (the "XXXXXXX NOTE") in the form of Exhibit 2.1(i)(a) and (iii) the right ----------------- to the contingent payment described in Section 2.4 (the "NET VALUE CONTINGENT ----------- PAYMENT") for Xxxxxxx;
(b) the outstanding shares of capital stock of Verasource, consisting of 250 shares of common stock, par value $1.00 per share, shall be converted into the right to receive (i) that number of shares of CenterPoint Common Stock determined in accordance with the formula set forth in Schedule -------- 2.1(b); (ii) a promissory note (the "VERASOURCE NOTE") in the form of Exhibit ------ ------- 2.1(i)(b) and (iii) the right to the Net Value Contingent Payment for --------- Verasource;
(d) in addition to the Stockholder's Note and Stock Purchase Consideration (as hereinafter defined) and in consideration of the Merger, Xxx Xxxxxxx will receive the right to the Earn-out Contingent Payments set forth in Section 2.4.3. ------------- The sum of (i) the value of the shares of CenterPoint Common Stock and (ii) the value of the Notes (determined as set forth on Schedule 2.1(d)) to be --------------- issued to each Stockholder in respect of each Company is herein referred to as "STOCKHOLDER'S NOTE AND STOCK PURCHASE CONSIDERATION." Schedule 2.1(d) sets --------------- forth the value of the Stockholder's Note and Stock Purchase Consideration for each Stockholder in respect of each Company.
Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holders thereof, the outstanding shares of capital stock, consisting of 1,169,222 shares of Class A common stock, par value $.01 per share, upon exercise of warrants to purchase 123,042 shares of Class A common stock, par value $.01 per share, (the "Warrants"), and zero (0) shares of Class B common stock, par value $.01 per share, of the Company (collectively, the "Company Stock") shall be converted into the right to receive that number of shares of common stock, par value $.01 per share, of CenterPoint ("CenterPoint Common Stock") determined in accordance with the formula set forth in Schedule 2.1, the value (determined as set forth on Schedule 2.1) of all shares of CenterPoint Common Stock to be issued to the Stockholders is herein referred to as "Aggregate Basic Purchase Consideration."
Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holders thereof, the outstanding shares of capital stock, consisting of 1,169,222 shares of Class A common stock, par value $.01 per share, upon exercise of warrants to purchase 123,042 shares of Class A common stock, par value $.01 per share, (the "Warrants"), and zero (0) shares of Class B common stock, par value $.01 per share, of the Company (collectively, the "Company Stock") shall be converted into the right to receive (a) that number of shares of common stock, par value $.01 per share, of Centerprise ("Centerprise Common Stock") shown on line T of Schedule 2.1 as "Driver Shares Reserved"; provided, however, that if the initial public offering price of the Centerprise Common Stock is below $11.90 per share, the number of shares of Centerprise Common Stock received at Closing shall be increased such that the value of the shares, using the actual public offering price, equals the portion of the amount shown on line U of Schedule 2.1 representing the "Driver Shares Reserved" (the "Stock Consideration") and (b) the amount of cash shown on line S of Schedule 2.1 (the Cash Consideration"). The sum of the Cash Consideration and the Stock Consideration is hereinafter referred to as the "Aggregate Basic Purchase Consideration".
Basic Purchase Consideration. At the Closing, by virtue of the ---------------------------- Merger and without any action on the part of the holders thereof, the outstanding membership interests of the Company (collectively, the "COMPANY INTERESTS") shall be converted into the right to receive: (a) that number of shares of CenterPoint common stock, par value $.01 per share (the "CENTERPOINT COMMON STOCK") determined in accordance with the formula set forth in Schedule -------- 2.1 (the "STOCK CONSIDERATION") and (b) the amount of cash set forth in Schedule --- -------- 2.1 (the "CASH CONSIDERATION"). The sum of the Cash Consideration and the Stock --- Consideration is herein referred to as "BASIC PURCHASE CONSIDERATION."
Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holders thereof, the outstanding shares of capital stock, consisting of the number of shares of common stock, no par value per share (the "Company Stock"), set forth on Schedule 4.4, shall be converted into the right to receive: (a) that number of shares of CenterPoint common stock, par value $.01 per share (the "CenterPoint Common Stock") determined in accordance with the formula in Schedule 2.1 (the "Stock Consideration") and (b) the amount of cash in Schedule 2.1 (the "Cash Consideration"). The sum of the Cash Consideration and the Stock Consideration is herein referred to as "Basic Purchase Consideration."
Basic Purchase Consideration. At the Closing, by virtue of the ---------------------------- Merger and without any action on the part of the holders thereof, (i) the outstanding shares of capital stock of each Corporate Partner, consisting of such number of shares of common stock, and at such par value per share, as is set forth next to the name of each such Corporate Partner on Schedule 4.4 hereto ------------ (the "CORPORATE PARTNER STOCK"), and (ii) the membership interests of the LLC Partner, consisting of such equity ownership as is set forth next to the name of the LLC Partner on Schedule 4.4 hereto (the "LLC PARTNER INTERESTS"), shall be ------------ converted into the right to receive: (a) that number of shares of CenterPoint common stock, par value $.01 per share (the "CENTERPOINT COMMON STOCK"), determined in accordance with the formula in Schedule 2.1 (the "STOCK ------------ CONSIDERATION") and (b) the amount of cash in Schedule 2.1 (the "CASH ------------ CONSIDERATION"). The sum of the Cash Consideration and the Stock Consideration is herein referred to as "BASIC PURCHASE CONSIDERATION."
Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holders thereof, the outstanding membership interests of the Company (collectively, the "Company Interests") shall be converted into the right to receive: (a) that number of shares of Centerprise common stock, par value $.01 per share (the "Centerprise Common Stock ") shown on line T of Schedule 2.1; provided, however, that if the initial public offering price of the Centerprise Common Stock is below $11.90 per share, the number of shares of Centerprise Common Stock received at the Closing shall be increased such that the value of the shares, using the actual public offering price, equals the amounts shown on line U of Schedule 2.1 (the "Stock Consideration") and (b) the amount of cash shown on line S of Schedule 2.1 (the "Cash Consideration "). The sum of the Cash Consideration and the Stock Consideration is herein referred to as "Basic Purchase Consideration."
Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holder thereof, the outstanding shares of capital stock, consisting of 149 shares, no par value, Class A Voting common stock and 14,660 shares, no par value, Class B Non-Voting common stock of the Company (collectively, the "Company Stock") shall be converted into the right to receive: (a) that number of shares of Centerprise common stock, par value $.01 per share (the "Centerprise Common Stock") shown on line T of Schedule 2.1; provided, however, that if the initial public offering price of the Centerprise Common Stock is below $11.90 per share, the number of shares of Centerprise Common Stock received at Closing shall be increased such that the value of the shares, using the initial public offering price, equals the amounts shown on line U of Schedule 2.1 (the "Stock Consideration") and (b) the amount of cash shown on line S of Schedule 2.1 (the "Cash Consideration"). The sum of the Cash Consideration and the Stock Consideration is herein referred to as "Basic Purchase Consideration."
