Closing Merger Consideration. The Parent shall deliver the ---------------------------- Closing Merger Consideration to the Shareholders. The consummation of the Closing shall not be deemed to be a waiver by the Shareholders of any of their rights or remedies hereunder for breach of any warranty, covenant or agreement herein by the Parent or Merger Sub irrespective of any knowledge of or investigation with respect thereto made by or on behalf of any Shareholder; provided, however, that if the Parent shall disclose in writing to the Shareholders prior to the Closing a specified breach of a specifically identified representation, warranty, covenant or agreement of the Parent or Merger Sub contained herein by the Parent or Merger Sub, and requests a waiver thereof by the Company and the Shareholders, and the Company and the Shareholders shall waive any such specifically identified breach in writing prior to the Closing, the Company and the Shareholders shall be deemed to have waived their rights and remedies hereunder for, and the Parent and Merger Sub shall have no liability or obligation to the Shareholders or the Company with respect to, any such specifically identified breach, to the extent so identified by the Parent and waived by the Company and the Shareholders.
Closing Merger Consideration. Exhibit 1 Closing Outstanding Common Stock Number................................................... Exhibit 1 Closing Per Share Cash Amount............................................................. Exhibit 1 Closing Per Share Common Stock Amount..................................................... Exhibit 1 Code.............................................................................................. 1 Company........................................................................................... 1
Closing Merger Consideration. (a) The closing of the Merger (the “Closing”) shall take place within three (3) Business Days after the satisfaction or waiver of each of the conditions set forth in Article 5 (except for such conditions that by their nature will be satisfied at Closing, but subject to the fulfillment or waiver of such conditions) or at such other time as the parties mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” The Closing shall take place at the offices of APC, 10000 Xx Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, or at such other location as APC and the Company mutually agree. The date on which the Closing actually occurs is herein referred to as the “Closing Date.”
(b) Subject to adjustment in accordance with this Agreement (including Section 1.9), the aggregate consideration payable by APC pursuant to this Article 1 shall be an amount equal to 1,618,544 shares of Common Stock of APC (the “Merger Consideration”).
(c) At the Closing, APC shall, as more fully described in Section 1.4 and Section 1.5:
(i) deliver the Withheld Shares and the Milestone Shares (the Withheld Shares and the Milestone Shares referred to collectively as the “Escrow Shares”) to the Escrow Agent, to be administered by the Escrow Agent pursuant to the terms of this Agreement; and
(ii) pursuant to the procedure described in this Article 1, deliver to the Stockholders the Merger Consideration to which they are entitled, minus the Withheld Shares, minus (2) a number of shares of APC Common Stock constituting the Milestone Shares, minus (3) a number of Escrow Shares (based on the market price of the APC Common Stock as of the close of business on the Business Day before the Closing Date) with a value equal to the amount (if any) of the Excess Specified Assets/Liabilities, as reflected in the Certified Closing Report delivered pursuant to Section 1.8(a) (the “Closing Consideration Amount”).
Closing Merger Consideration. The Parent shall deliver the Closing Merger Consideration to the Shareholders by delivering the Closing Per Share Cash Amount for the Converted Shares and providing evidence to the Shareholders' of notification of the Parent's stock transfer agent with respect to issuance of certificates representing the Closing Per Share Common Stock Amount applicable to the Converted Shares.
Closing Merger Consideration. On the Closing Date and simultaneous with the Effective Time of the Merger, the Parent shall issue to the Company Stockholder that number of shares of Parent Common Stock as shall be equal to the result of dividing (x) $2,000,000, by (y) the closing price per share of the Parent’s Common Stock, as traded on the Nasdaq Capital Markets (or other national securities exchange) on the trading day immediately prior to date of execution of this Agreement (the “Closing Merger Consideration”).
Closing Merger Consideration. Subject to the terms and conditions hereof, as consideration for the Merger, Parent shall pay at the Closing:
(a) to the Exchange Agent, for the benefit of the holders of Company Capital Stock entitled thereto, (i) an aggregate amount in cash, equal to (A) $102,409,393, plus (B) the amount of the Interest Accrual, less (C) the amount of Closing Company Net Indebtedness excluding 2010 Interest (the amount derived from subtracting the amount in clause (C) from the sum of the amounts in clauses (A) and (B), if any, the “Closing Cash”), and (ii) a number of shares of Parent Common Stock equal to the Closing Shares; and in each case less the Pro Rata Portion of such consideration payable to the holders of Company Options with respect to such Company Options, which shall be payable by Parent pursuant to Section 1.7(d)(v);
(b) to the Escrow Agent, a number of shares of Parent Common Stock equal to the Closing Escrow Shares and the Stockholder Fund Escrow Shares;
(c) the Founder Loans and all Interim Company Indebtedness by payment by wire transfer of cash in the total amount of the Closing Founder Loan Cash and the total amounts due under the Interim Company Indebtedness to the holders of such indebtedness, such amount to be determined, allocated and distributed as specified in Schedule 1.6(c), as such schedule may be amended pursuant to the terms hereof up to one Business Day prior to the Closing. The Company represents and warrants that Schedule 1.6(c) (i) correctly and accurately sets forth the amount of the Closing Founder Loan Cash due as of the dates set forth therein, and the holders thereof, and (ii) as amended prior to the Closing, will correctly and accurately set forth the amount due under all Closing Founder Loan Cash and Interim Company Indebtedness as of the Closing Date, and the holders thereof; and
(d) the Unpaid Third-Party Expenses by payment by wire transfer of cash in the total amount of the Unpaid Third-Party Expenses to the persons to which such amounts are owed, such amount to be determined, allocated and distributed as specified in Schedule 1.6(d), as such schedule may be amended pursuant to the terms hereof up to one Business Day prior to the Closing. At least one Business Day prior to the Closing Date, the Company shall deliver to Parent an amended Schedule 1.6(d), which the Company represents and warrants as of the Closing Date will correctly and accurately set forth (i) the amount of the Company’s Third-Party Expenses as of the Closing...
Closing Merger Consideration. The “Company Closing Merger Consideration” shall be payable to Sellers and equal to the sum 251,087 Common Shares.
Closing Merger Consideration. The total consideration to be paid to the Holders in respect of the Merger shall consist of (a) the Closing Merger Consideration, and (b) the Earnout Consideration. The Closing Merger Consideration shall be paid to the Holders at the Closing and the Earnout Consideration shall be paid as provided in Section 3.03(c), in each instance, in accordance with the Allocation Schedule and the terms and conditions set forth herein.
Closing Merger Consideration. The consideration for the Merger (the "Closing Merger Consideration") will be paid to Target Shareholders in a combination of cash and equity as follows:
Closing Merger Consideration. The consideration for the Merger (the "Closing Merger Consideration") will be paid to Target Shareholders on a [1:1] exchange basis such that each share of Target Stock shall be exchanged for 1 share of Parent Series G Preferred Stock. As a result of the Merger, Parent will be the sole shareholder of Target and Target shareholders will become majority shareholders of Parent.
