Closing Stock Consideration. In addition to being converted into the right to receive the Closing Cash Consideration and the Post-Closing Consideration, each such issued and outstanding Company Share shall also be converted into the right to receive the following amount of FNB Shares (the "Closing Stock Consideration"):
(i) the lesser of (A) the number of FNB Shares with a value, based on the Average Closing Price, of the Gross Cash Consideration, and (B) the quotient obtained by dividing the Gross Cash Consideration by $17.50, divided by
(ii) the number of Company Shares issued and outstanding immediately prior to the Effective Time.
Closing Stock Consideration. In addition to being converted into the right to receive the Closing Cash Consideration and the Post-Closing Consideration, each such issued and outstanding share of Dover Stock shall also be converted into the right to receive _________ shares of FNB Stock (the "Closing Stock Consideration"). [This amount is to be determined in accordance with Section 3.3(b) of the Merger Agreement among FNB, Dover and the shareholders of Dover and reflected in this Plan of Merger prior to filing with the North Carolina Secretary of State.]
Closing Stock Consideration. (a) At the Closing, the Purchaser will have sufficient authorized but unissued shares of Purchaser Common Stock for the Purchaser to satisfy its obligation to deliver the shares of Purchaser Common Stock constituting the Closing Stock Consideration to be issued under this Agreement. Upon consummation of the Transactions, the Seller (or its designees pursuant to Section 1.3(a)) shall acquire good and valid title to the Purchaser Common Stock constituting the Closing Stock Consideration free and clear of all Liens, other than applicable federal and state securities Law restrictions.
(b) Upon issuance, the Purchaser Common Stock constituting the Closing Stock Consideration will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any option, call, preemptive, subscription or similar rights or Liens, other than restrictions on transfer imposed by applicable state and federal securities Laws and under the Stockholders’ Agreement and the Registration Rights Agreement. As of the date hereof, the Purchaser is a “well-known seasoned issuer” (as defined in Rule 405 promulgated under the Securities Act) eligible to register the resale of the Purchaser Common Stock constituting the Closing Stock Consideration using a registration statement on Form S-3.
Closing Stock Consideration. The number of shares of Kratos Common Stock issuable by Parent to the Qualified Shareholders as hereinafter provided shall be equal to quotient obtained by dividing (A) the Aggregate Stock Consideration Value less the Stock Holdback Amount by (B) the Kratos Stock Price (collectively, the “Closing Stock Consideration”).
Closing Stock Consideration. The consideration for the Assets (the “Purchase Price”) will be Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), less any Assumed Liability Negative Adjustment or plus any Acquired Cash and Receivables Positive Adjustment, plus any unused Tax Liability Coverage Amount, payable in unregistered shares of Buyer’s common stock valued at the Augme Average Price as of the Signing Date (the Purchase Price divided by such Augme Average Price, the “Aggregate Share Consideration”), issuable directly to the Seller Noteholders, the Seller Stockholders and the Seller Incentive Participants at the Closing, net of the Indemnification Escrow, allocated among and issued in the names of the Seller Noteholders, the Seller Stockholders and the Seller Incentive Participants as provided in Part 2.3(a) (the Aggregate Share Consideration less the Indemnification Escrow, the “Augme Closing Shares”).
Closing Stock Consideration. At the Closing, Parent will issue to Seller an aggregate number of shares of Parent Common Stock equal to the difference of (i) the total Stock Consideration minus (ii) the Indemnity Holdback Shares (the “Closing Stock Consideration”), which Closing Stock Consideration will be issued to Seller.
Closing Stock Consideration. In the event that the Closing Stock Consideration is to be issued by Holdings to Seller’s designees, such designees shall, prior to receiving any such Closing Stock Consideration, make to Buyer and Holdings representations and warranties that are substantially similar, in Holding’s sole discretion, to those made by the Company and Seller in Section 4.23 herein.
Closing Stock Consideration. (a) At the Closing, the Purchaser will have sufficient authorized but unissued shares of Purchaser Common Stock for the Purchaser to satisfy its obligation to deliver the shares of Purchaser Common Stock constituting the Closing Stock Consideration to be issued under this Agreement. Upon consummation of the Transactions, the Seller (or its designees pursuant to Section 1.3(b)) shall acquire good and valid title to the Purchaser Common Stock constituting the Closing Stock Consideration free and clear of all Liens, other than applicable federal and state securities law restrictions.
(b) Upon issuance, the Purchaser Common Stock constituting the Closing Stock Consideration will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any option, call, preemptive, subscription or similar rights or Liens, other than restrictions on transfer imposed by applicable state and federal securities laws and under the Registration Rights Agreement. As of the date hereof, the Purchaser is eligible to register the resale of the Purchaser Common Stock constituting the Closing Stock Consideration on Form S-3.
Closing Stock Consideration. Each of Seller and Holdco acknowledges that the issuance and delivery of the Buyer Common Stock as the Closing Stock Consideration hereunder from Buyer to Seller or its designee has not been registered under the Securities Act or any state securities Laws, and that the Buyer Common Stock may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of absent an effective registration statement under the Securities Act, except pursuant to an exemption from the Securities Act or in a transaction not subject thereto. Each of Seller and Holdco acknowledges that the Buyer Common Stock will be uncertificated, and that Seller’s ownership of the Buyer Common Stock will be confirmed by Buyer’s transfer agent and will be subject to a customary Securities Act legend restricting transfer of such shares until such shares have been registered pursuant to a registration statement that has become or been declared effective under the Securities Act or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act. Each of Seller and Holdco agrees that prior to the removal of such restrictive legend, Buyer and its transfer agent reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the removal of such legend is being made in compliance with the Securities Act and applicable state securities Laws.
Closing Stock Consideration. The shares of Buyer Common Stock issuable to Seller pursuant to this Agreement have been duly authorized and, if issued and delivered to Seller at the Closing in accordance with the terms of this Agreement, will have been validly issued, will be fully paid and non-assessable. Buyer will have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the Delaware Uniform Commercial Code in respect of, the shares of Buyer Common Stock to be issued and delivered by Buyer to Seller on the Closing Date, free and clear of all Liens, other than Liens on transfer imposed under applicable securities Laws and Liens imposed by Seller, and the issuance thereof will not be subject to any preemptive rights. The issuance of the Closing Stock Consideration, if any, does not require the vote or approval of the stockholders of Buyer under the rules of the NYSE or the Organizational Documents of Buyer or applicable Law.
