Cash Consideration Undersubscribed Sample Clauses

Cash Consideration Undersubscribed. If the number of Cash Election Shares is less than or equal to 1,237,000 (the “Cash Election Threshold”), then, at the Effective Time:
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Cash Consideration Undersubscribed. If the number of Cash Election Shares times the Per Share Cash Consideration is less than the Targeted Cash Consideration, then:
Sample 1
Cash Consideration Undersubscribed. If the number of Cash Election Shares multiplied by the Closing Per Share Consideration Value is less than the Closing Cash Consideration (the absolute value of the amount of such shortfall being the “Cash Election Shortfall Amount”), then each Company Stockholder holding Stock Election Shares shall have a number of such Company Stockholder’s Stock Election Shares automatically converted into Cash Election Shares as follows: the number of such Company Stockholder’s Stock Election Shares to be converted into Cash Election Shares shall be equal to (i) the number of such Company Stockholder’s Stock Election Shares (prior to giving effect to this paragraph) multiplied by (ii) a fraction, the numerator of which is the Cash Election Shortfall Amount divided by the Closing Per Share Consideration Value and the denominator of which is the total number of Stock Election Shares held by all Company Stockholders (prior to giving effect to this paragraph), with the result being rounded to the nearest whole share; provided that, for the avoidance of doubt, in no event will the aggregate amount of shares of HoldCo Class A Common Stock to be issued pursuant to this Agreement (including any shares of HoldCo Class A Common Stock issuable upon the exercise of Exchanged Options) exceed the Base Shares Consideration plus the Crypto Proceeds Additional Consideration (if any).
Sample 1

Related to Cash Consideration Undersubscribed

  • 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.

  • Put Price (a) The purchase price (i) for Unilever Shares purchased by the Company pursuant to this Agreement shall be equal to the total of (A) the Fair Market Value of such Shares, plus (B) any accrued interest and adjustments pursuant to subsection (b) of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”).

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

  • Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

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

  • 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.

  • Aggregate Consideration 10.1 Agreement.......................................................................

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