Closing Consideration Shares Sample Clauses

Closing Consideration Shares. (a) The Closing Consideration Shares are duly authorized and, when issued under this Agreement will be validly issued, fully paid and nonassessable, free and clear of all Liens (other than restrictions on transfer under U.S. securities laws). (b) Agenus has filed all reports, schedules, forms, statements and other documents required to be filed by Agenus under the Securities and Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date of this Agreement (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the prospectus and any prospectus supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports (including the financial statements contained therein) complied in all material respects with the requirements of the Securities and Exchange Act of 1934, as amended, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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Closing Consideration Shares. As soon as practicable (and in any event within ten (10) Business Days) after the Closing, Acquiror shall deliver to each Target Stockholder with respect to whom the Exchange Materials have been duly completed and delivered to Acquiror, the Target Stockholder Closing Consideration or, if such Target Stockholder is a Non-Qualified Stockholder, the entire amount of the Cash Consideration.
Sample 1
Closing Consideration Shares. At Closing, the Closing Consideration Shares shall to be issued, registered and delivered as so directed by the Sellers’ Representative in writing.
Sample 1
Closing Consideration Shares. Each Seller understands that: (i) he, she or it (as applicable) will not be able to resell the Closing Consideration Shares except in accordance with Applicable Securities Laws, any requirements of the TSXV and the voluntary hold set out in Section 3.2(k)(vii) below; (ii) if resident in Canada, he, she or it (as applicable) is receiving the Closing Consideration Shares pursuant to the prospectus exemption provided by section 2.16 (Take-Over Bid and Issuer Bid Exemption) of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”); (iii) if resident in the United States, he, she or it (as applicable) is receiving the Closing Consideration Shares pursuant to the prospectus exemption provided by Rule 802 of the United States Securities Act of 1933, as amended; (iv) if resident in a jurisdiction other than Canada or the United States, he, she or it (as applicable) is knowledgeable of, or has been independently advised as to, the Applicable Securities Laws of the jurisdiction in which the Seller is resident and which would apply to the acquisition of the Closing Consideration Shares, and the Seller is receiving the Closing Consideration Shares pursuant to exemptions from prospectus or registration requirements or equivalent requirements under Applicable Securities Laws or, if such is not applicable, the Seller is permitted to receive the Closing Consideration Shares under the Applicable Securities Laws of his, her or its (as applicable) international jurisdiction without the need to rely on any exemptions; (v) he or she (as applicable) has such knowledge and experience in financial and business matters that he or she (as applicable) is capable of evaluating the merits and risks of the acquisition of the Closing Consideration Shares as contemplated by this Agreement and is able to bear the economic risk of such investment for an indefinite period of time; (vi) no Canadian or U.S. federal, state or provincial agency or any other Governmental Entity has passed upon or made any recommendation or endorsement of the Closing Consideration Shares or an investment therein; and (vii) the Closing Consideration Shares shall be subject to a voluntary hold in accordance with the following: (A) 10% of the Closing Consideration Shares issued to each Seller shall be freely tradeable on Closing; (B) an additional 10% of the Closing Consideration Shares issued to each Seller shall be freely tradeable on the one-month anniversary of the Closing Date; (C) an additional 15% o...
Sample 1
Closing Consideration Shares. The Closing Consideration Shares shall be allotted and, when issued at Closing pursuant to the terms of this Agreement, shall be validly issued as fully paid, free from all Encumbrances, and non-assessable and shall have such rights, preferences and privileges as set forth in KLN’s memorandum and articles of association currently in effect.
Sample 1
Closing Consideration Shares. (a) As consideration for the exchange of the Capital Stock at the Closing, the Stockholders shall receive an aggregate number of shares of Parent Common Stock and Parent Convertible Preferred Stock under Section 2.7(b) (the “Closing Consideration Shares”) equal to the quotient of (i) (A) the Base Value, plus (B) the Estimated Closing Cash, plus (C) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, less (D) the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, less (E) Estimated Closing Indebtedness, less (F) Estimated Closing Transaction Expenses, less (G) the Working Capital Escrow Amount, payable in the form of the Working Capital Escrow Shares deposited into the Working Capital Escrow Account at Closing, less (H) the Special Indemnity Escrow Amount, payable in the form of the Special Indemnity Escrow Shares deposited into the Special Indemnity Escrow Account at Closing, less (I) the Secured Convertible Promissory Note Amount, and less (J) the SAFE Amount; and (ii) the Signing VWAP. The Working Capital Escrow Amount shall be deposited into the Working Capital Escrow Account in the form of the Working Capital Escrow Shares. The Special Indemnity Escrow Amount shall be deposited into the Special Indemnity Escrow Account in the form of the Special Indemnity Escrow Shares. (b) The Closing Consideration Shares to be paid by Parent for all of the outstanding shares of Capital Stock at the Closing and amounts reserved for Options and RSUs other than Rollover RSUs shall be that number of Closing Consideration Shares which are shares of Parent Common Stock in accordance with Section 2.7(a) (“Parent Common Stock Payment Shares”), representing a number of shares of Parent Common Stock to no more than 19.99% of the outstanding shares of Parent Common Stock as of immediately before the Effective Time (the “Parent Common Stock Consideration Cap”). In the event the aggregate number of shares of Parent Common Stock Payment Shares issued to any Company Stockholder at Closing would result in the issuance of shares of Parent Common Stock in an amount in excess of the Parent Common Stock Consideration Cap, Parent shall issue to such Stockholders shares of Parent Common Stock up to the Parent Common Stock Consideration Cap and shall issue as the remaining balance to such stockholders a total of an amount of shares of Parent Convertible Preferred Stock eq...
Sample 1
Closing Consideration Shares. The number of Consideration Shares issued to Seller on the Closing Date ("CLOSING CONSIDERATION SHARES") will be equal to EUR 1,250,000 divided by the Initial Value. The Initial Value will be measured five (5) business days prior to the Closing Date ("MEASUREMENT DATE") and be equal to the average closing price of Purchaser common stock on the Nasdaq SmallCap Market during a period of thirty (30) trading days prior to the Measurement Date, less five percent (5%) (the "INITIAL VALUE"). The Closing Consideration Shares will be held in escrow for the benefit of the Seller in accordance with the terms and conditions of the Escrow Agreement attached as SCHEDULE 9 (the "ESCROW AGREEMENT").
Sample 1
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Closing Consideration Shares. (a) As consideration for the LGCS Holdco Capital Stock effective upon the Closing, subject to the provisions set forth in Section 2.5, this Section 2.7, Section 2.8, Section 2.9, Section 2.10, Section 2.14 and Section 2.15, the Stockholders shall be entitled to receive an aggregate number of shares of Parent Common Stock (the “Closing Consideration Shares”) equal to (i) the Stock Consideration Shares, minus (ii) the Earnout Shares, minus (iii) the Seller Bonus Pool Shares, plus or minus, as applicable, (iv) the number of shares of Parent Common Stock equal to the quotient of (A) the sum of (I) the Estimated Closing Cash, plus (II) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, minus (III) the amount, if any, by which the Target Net Working Capital exceeds the Estimated Net Working Capital, minus (IV) Estimated Closing Indebtedness , minus (V) the Estimated Closing Transaction Expenses, and (B) five dollars ($5.00). (b) [Intentionally Omitted]. (c) At least three (3) Business Days prior to the Closing, LGCS Holdco shall deliver to Parent a statement, certified by the Chief Executive Officer or Chief Financial Officer of LGCS Holdco, setting forth (i) a projected consolidated balance sheet of the Group Companies as of the Closing prepared in accordance with the Accounting Principles as set forth on Section 2.7(c)(i) of the Company Disclosure Schedule, (ii) a calculation of the Company’s good faith estimates of the Closing Net Working Capital (as updated in the Closing Date Statement, the “Estimated Closing Net Working Capital”), Closing Cash (as updated in the Closing Date Statement, the “Estimated Closing Cash”), Closing Indebtedness (as updated in the Closing Date Statement, the “Estimated Closing Indebtedness”), and Closing Transaction Expenses (as updated in the Closing Date Statement, the “Estimated Closing Transaction Expenses”), together with reasonable supporting documentation, and (iii) a calculation of the Closing Consideration Shares based upon such estimates. Parent shall have the opportunity to review all materials and information used by LGCS Holdco and its respective Representatives in preparing such estimates and LGCS Holdco shall make available such personnel as are reasonably necessary to assist Parent in its review of the balance sheet, estimates and calculations described above and shall consider Parent’s comments in good faith. No later than one (1) Business Day prior to the...
Sample 1

Related to Closing Consideration Shares

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

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

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Earn-Out Consideration 2.1 As additional consideration for the Sale Shares, the Buyer shall pay to the Sellers (Earn-out Payment) an amount equal to 42.5% of EBITDA in respect of the Financial Period ending on the Reference Date, such payment to be calculated and paid in accordance with the remaining provisions of this Schedule. 2.2 For the purpose of calculating the Earn-Out Payment the Reference Date shall, subject to paragraph 2.3, be 31 July 2018 unless Xxxxx Xxxxxxxxx shall elect for 31 July 2016 or 31 July 2017 to be the Reference Date and such election has been made by notice in writing to the Buyer within the 3 month period following either 31 July 2016 or 31 July 2017. For the avoidance of doubt there may only be one Reference Date and one Earn-Out Payment. 2.3 In the event that Xxxxx Xxxxxxxxx shall resign as chief executive officer of the Company during the Earn-Out Period then, unless a Reference Date has already been fixed pursuant to and in accordance with paragraph 2.2, the Reference Date shall be the 31 July next following the effective date of Xxxxx Xxxxxxxxx ceasing to be the chief executive officer of the Company. 2.4 Any Earn-out Payment that the Buyer is required to pay pursuant to this Schedule shall be paid to the Sellers in cash in £ sterling within 10 Business Days of the amount of the Earn-Out Payment being agreed or determined in accordance with the provisions of this Schedule. Payment of any Earn-Out Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid. 2.5 Except as permitted under paragraph 8 of this Schedule, the Earn-Out Payment shall be paid without deduction set off or counter claim and if not paid in full on the due date the Earn-Out Payment shall bear interest at the rate of 4% per annum above the base lending rate of Lloyds Bank for the time being from the due date until the date of actual payment of the Earn-Out Payment.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • 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.

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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