Common use of Basic Purchase Consideration Clause in Contracts

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."

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

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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 10,150 shares of Class A common stock, no par value $1.00 per share and zero (0) shares of Class B common stock, par value $1.00 per share, 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."

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holder holders thereof, the outstanding shares of capital stock, consisting of 15,000 the number of shares of common stock, no par value per share share, of the Company (the "Company Stock") ), set forth on Schedule 4.4, 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 amount 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."

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holder holders thereof, the outstanding shares of capital stock, consisting of 15,000 18,830 shares of common stock, no par value $0.01 per share 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 the Closing shall be increased such that the value of the shares, using the initial 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."

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

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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 2,900 shares of common stock, no par value per share value, 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 amount 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."

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

Basic Purchase Consideration. At the Closing, by virtue of the Merger and without any action on the part of the holder holders thereof, the outstanding shares of capital stock, consisting of 15,000 1,574.2869 shares of common stock, no par value $1.00 per share 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 the Closing shall be increased such that the value of the shares, using the initial 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."

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

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