Closing Payment Shares. (a) Subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, the Purchaser shall (i) issue to the Seller the Closing Payment Shares less the Escrow Shares and (ii) issue the Escrow Shares to the Escrow Agent to be held pursuant to the terms of this Agreement and the Escrow Agreement. In the event of any conflict between this Agreement and the Escrow Agreement, this Agreement shall prevail.
Closing Payment Shares. Upon and subject to the terms and conditions of this Agreement and the Plan of Merger, at the Closing, Purchaser shall deliver or cause to be delivered the Closing Payment Shares, represented by book-entry, to each holder of Company Shares that have been converted into the right to receive the Consideration Shares, as set forth in the Allocation Statement.
Closing Payment Shares. (a) No certificates or scrip representing fractional shares of Purchaser Common Stock will be issued pursuant to the Merger, including with respect to any release of the Escrow Shares pursuant to Section 4.1(j) and the Escrow Agreement and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of the Purchaser.
Closing Payment Shares. Prior to the Closing, Parent will have taken all necessary action to permit it to issue or otherwise deliver the Closing Payment Shares to be delivered in connection with the transactions contemplated hereby. The Closing Payment Shares, when issued and delivered as described herein, will be duly authorized, validly issued, fully paid, nonassessable and free and clear of any and all Liens, except as otherwise set forth in this Agreement, and no Person will have any preemptive right of subscription or purchase or any other right in respect thereof.
Closing Payment Shares. The Company will issue to EiC 184,250 shares of Common Stock (the “EiC Shares”) and EiC Enterprises 258,632 shares of Common Stock (the “EiC Enterprises Shares”) on the Closing Date. EiC is permitted to Dispose of the EiC Shares after the Closing Date to certain employees of the Company pursuant to the Change of Control Agreements of even date herewith by and between EiC and such employees (the “Change of Control Agreements”), provided, however, that such employees shall not Dispose of any of the EiC Shares until the registration of the EiC Shares becomes effective pursuant to the Registration Rights Agreement by and between the Company, EiC and EiC Enterprises of even date herewith (the “Registration Rights Agreement”) or until the shares become tradable pursuant to Rule 144. Notwithstanding that the resale of the EiC Enterprises Shares will be registered in accordance with the terms of the Registration Rights Agreement, EiC Enterprises shall not Dispose of the EiC Enterprises Shares until 90 days after the registration of the EiC Enterprises Shares becomes effective, and further, EiC Enterprises shall not Dispose of more than 184,250 EiC Enterprises Shares in any 90-day period after the registration of the EiC Enterprises Shares becomes effective. These restrictions shall expire one year from the effective date of registration of the EiC Enterprises Shares after which there shall be no restrictions on the Disposition by EiC Enterprises of the EiC Enterprises Shares. The following table illustrates the foregoing and assumes that the registration of the Closing Payment Shares will not become effective until six months after the Closing Date and that the periods correspond to fiscal quarters. If the registration of the Closing Payment Shares becomes effective before such date in Q2, then the periods below shall be interpreted as 90-day periods and not fiscal quarters and Q2 shall be deemed to end on the date that the registration of the Closing Payment Shares becomes effective. If the registration of the Closing Payment Shares becomes effective after six months after the Closing Date, then the periods below shall be interpreted as 90-day periods and not fiscal quarters and the quarter in which the registration of the Closing Shares becomes effective shall be deemed to end on the date the registration of the Closing Payment Shares becomes effective. Name of Seller Q1 Q2 Q3 Q4 Q5 Q6 Q7 EiC Enterprises — — 0 184,250 184,250 184,250 No restriction EiC Employees...
Closing Payment Shares. The Stock Certificates shall bear standard restrictive legends. No certificates or scrip representing fractional shares of Buyer Common Stock will be issued. Any fractional shares will be rounded to the nearest whole share.
Closing Payment Shares. Section 2.3(a) of the Acquisition Agreement shall be amended and restated in its entirety to read as follows:
Closing Payment Shares. On the Closing Date, Purchaser shall issue to each Shareholder such Shareholder’s Percentage Interest of the Closing Payment Shares; provided, however, that in the case of the Minority Shareholders, Purchaser shall reserve for issuance and holdback (the “Argentina Holdback”) from such Minority Shareholders an aggregate amount of Closing Payment Shares equal to the Argentina Holdback Amount (the “Argentina Holdback Shares”), which shall reduce the number of Closing Payment Shares received by each Minority Shareholder based upon their respective MS Percentage Interest of the aggregate Argentina Holdback Shares.”
Closing Payment Shares. Prior to the Closing, Buyer will have taken all necessary action to permit it to issue or otherwise deliver the Closing Payment Shares to be delivered in connection with the transactions contemplated hereby. The Closing Payment Shares, when issued and delivered as described herein, will be duly authorized, validly issued, fully paid, nonassessable and free and clear of any and all Liens, except as otherwise set forth in this Agreement, and no Person will have any preemptive right of subscription or purchase or any other right in respect thereof.
Closing Payment Shares. Subject to Section 2.6(b), the Closing Payment Shares shall be paid in the form of stock certificates, bearing the legend set forth in Section 3.37(i) (the “Stock Certificates”), issued in the name of Seller (or as directed in writing by Seller to be apportioned to the Selling Members) (which at Buyer’s convenience, may be delivered within ten (10) Business Days after the Closing Date). No certificates or scrip representing fractional shares of Parent Common Stock will be issued, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. Any fractional shares will be rounded to the nearest whole share; and
