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CASH AND STOCK Sample Clauses

CASH AND STOCK. ELECTION—a combination of cash and stock as follows: shares of Sentry Common Stock for cash; and shares of Sentry Common Stock for shares of Sun Common Stock, plus cash for any fraction of shares. PLEASE NOTE THAT THE TOTAL NUMBER OF SHARES SPECIFIED ABOVE CANNOT EXCEED THE TOTAL NUMBER OF SHARES OF SENTRY COMMON STOCK YOU OWN OF RECORD. STOCK PURCHASE WARRANTS FOR SENTRY COMMON STOCK o (i) CASH ELECTIONAll Stock Purchase Warrants owned to be exchanged for an amount equal to $3.04 per each share of Sentry Common Stock into which the Stock Purchase Warrants are exercisable. OR o (ii) STOCK ELECTION—All Stock Purchase Warrants to be exchanged for a number of whole shares of Sun Common Stock determined by multiplying each share of Sentry Common Stock into which the Stock Purchase Warrants are exercisable by 0.152 shares of Sun Common Stock, plus cash in lieu of any fractional share interest. OR o
CASH AND STOCK. ELECTION—a combination of cash and stock as follows: Stock Purchase Warrants for cash; and Stock Purchase Warrants for shares of Sun Common Stock, plus cash for fraction of shares. PLEASE NOTE THAT THE TOTAL NUMBER OF STOCK PURCHASE WARRANTS SPECIFIED ABOVE CANNOT EXCEED THE TOTAL NUMBER OF STOCK PURCHASE WARRANTS YOU OWN OF RECORD.
CASH AND STOCK. Retrac shall pay to Safetech One Million Seven Hundred Twenty-Five Thousand Dollars ($1,725,000.00) in cash and stock, as follows: (a) Within 30 days of the close of an IPO Retrac shall pay to Safetech Three Hundred Seventy Five Thousand Dollars ($375,000.00) in cash. (b) Within thirty (30) days after the close of an IPO, Retrac shall reissue to Safetech One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) in restricted common stock of Retrac as valued at the opening IPO price.
CASH AND STOCKAt Closing, Buyer shall pay via wire transfer a cash amount of Fifty=-Two Thousand Three Hundred Fifty One and 76/100 Dollars ($52,351.76) to Seller. In addition, at Closing, Buyer shall issue to Axx Xxxx and Lxxx Xxxx Xxxxxx each the number of Twenty Two Thousand Five Hundred (22,500) shares of Buyer common stock (the “Common Stock”).
CASH AND STOCK. ELECTION - a combination of cash and stock as follows:
CASH AND STOCKAt the Closing, Buyer shall pay to Seller $17,389,611 (the "Cash Consideration") (i.e., $18,650,000, less $840,535 ($840,535 representing the fair market value of the Merrxxx Lyncx Xxxount on the date said account was liquidated) and less $419,854 ($419,854 representing the exercise price of vested options issued under Seller's non-qualified stock option plan)). On the date one year following the Closing Date (as defined in Section 2.1 herein), Buyer shall deliver to Seller 300,000 shares of Buyer's Common Stock, (the "Stock Consideration"), (collectively, the Cash Consideration and the Stock Consideration are the "Closing Consideration"). The Stock Consideration, when delivered, shall be unrestricted and fully registered and tradable to the public. The Stock Consideration shall be subject to the Share Price Guaranty as defined in Section 5.18 of this Agreement.
CASH AND STOCK. Consideration (a) The Provisional Consideration shall be paid: (i) with respect to Founders and Estate Vehicles, 60% in cash and 40% in newly issued Buyer Common Stock on the basis of the Closing Stock Price; and (ii) with respect to Sellers others than the Founders and Estate Vehicles, 55% in cash and 45% in newly issued Buyer Common Stock on the basis of the Closing Stock Price; provided that, for each Seller, where the calculation of the above percentages of Provisional Consideration to be received in Buyer Common Stock based on the Closing Stock Price in consideration for his/her/its contributed Transferred Securities do not result in a round number of Buyer Common Stock allocable to such Seller (e.g., 354.4), such numbers of Buyer Common Stock shall be rounded at the immediate less round number (e.g., 354) and the difference (e.g., 0.4) shall be, based on the Closing Stock Price, shall be a lump sum (soulte) paid in cash to such Seller. (b) Notwithstanding the above, at any time from the date hereof but no later than three Business Days prior to Closing, Buyer (in its sole discretion) may elect to increase the portion of the Provisional Consideration being paid in cash (the Cash Portion) to all Sellers (and correlatively increase the number of sold Transferred Securities) and conversely to decrease the portion of the Provisional Consideration to be paid in Buyer Common Stock (the Stock Portion) to all Sellers (and correlatively decrease the number of contributed Transferred Securities) by delivery of a written notice to the Sellers Representative. For the avoidance of doubt, the Adjustment Amount, the Holdback Amount and the Escrow Amount shall be paid in cash. (c) The portion of Transferred Securities transferred to Buyer in exchange of the Stock Portion qualifies as a contribution in kind (apport en nature) of such Transferred Securities to Buyer in consideration for newly issued Buyer Common Stock.
CASH AND STOCK. The parties involved agree that Xx. Xxxxxx has cash in the company of $42,765.00. The parties agree that Xx. Xxxxxx will purchase 250,000 shares of common stock at three (3¢) cents per share, with a total purchase price of $7,500.00. The monies to purchase the aforementioned shares will be deducted from the $42,765.00 Xx. Xxxxxx has in the company, leaving a balance of $35,265.00. These shares are fully paid, non assessable and free trading, subject only to the terms contained herein. The total shares in dispute are 1,050,000 shares of which Xx. Xxxxxx is in possession of 50,000 shares. All parties involved agree to have the remaining 1,000,000 shares transferred to an appropriate agent designated by TIC. TIC will then cancel 800,000 shares and will distribute to Xx. Xxxxxx, the above referenced 250,000 shares. The distribution schedule for the 250,000 shares will begin on the Registration Post-Effective date or six (6) months after this Agreement, which ever occurs first, and will proceed month to month with 50,000 shares being distributed the first of each month until all shares have been distributed. These shares are non transferable until distributed. The parties recognize that Xx. Xxxxxx has spent $7,000.00 in legal fees regarding this matter. The parties agree that all monies expended by TIC for legal counsel regarding this dispute, (the settlement, and the drafting of the necessary documents), will be totaled and that total will be deducted from the $7,000.00 paid out by Xx. Xxxxxx to his counsel. The resulting balance (of the $7,000.00) if any, will be added to the monies TIC will pay Xx. Xxxxxx. If, for any reason, the legal fees exceed the $7,000.00, Xx. Xxxxxx will not be obligated for these excess fees. The resulting balance from the legal fee reconciliation will be added to the $35,265.00 due Xx. Xxxxxx and that amount will be disbursed as follows: For every One Million Dollars in financing raised by the company, Xx. Xxxxxx will be paid one third (1/3) of the resulting balance as outlined above, starting forty-five (45) days from the signing of this Settlement Agreement, This provision specifically excludes any financing obtained by the company within forty-five (45) days of the signing of this document.

Related to CASH AND STOCK

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificate of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferrable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment or rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days proceeding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Company Stock (1) As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock, of which no more than 12,574,572 shares are outstanding. As of the date hereof, under Company Stock Plans, no more than 446,000 shares of Company Common Stock are subject to Company Stock Options. The Company holds 29,200 shares of Company Common Stock as treasury shares. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). The shares of Company Common Stock issuable pursuant to Company Stock Plans and the Company Rights Agreement, as the case may be, have been duly authorized and, upon issuance, will be validly issued and outstanding, fully paid and nonassessable and not be subject to preemptive rights (and will not be issued in violation of any preemptive rights). The Company does not have any Rights issued or outstanding with respect to Company Stock and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except Company Stock Options issued and vesting on the date hereof and pursuant to the Company Rights Agreement, as Previously Disclosed. With respect to each Company Stock Option, the Company has Previously Disclosed the recipient, the date of grant, the number of shares of Company Common Stock and the exercise price. It has no commitment to redeem, repurchase or otherwise acquire, or to register with the SEC, any shares of Company Stock. It has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matter. (2) To its knowledge, there are no voting trusts, proxies, shareholder agreements or other agreements or understandings with respect to the voting of shares of Company Stock other than the Voting Agreements contemplated by Recital D hereto.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Stock Consideration 2.3 Subsidiary............................................................10.4

  • Shares The term “

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • Stock Ownership and Other Equity Interests Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Stock Dividends and Stock Splits If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Cash in Lieu of Fractional Shares If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.