Common Stock Consideration. Each share of Class A Common Stock, par value $0.01 per share, of the Company (the “Class A Common Stock”, and each a “Class A Share”) and each share of Class B Common Stock, par value $0.01 per share of the Company (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”, and each a “Class B Share”, and together with the Class A Shares, the “Shares”) issued and outstanding immediately prior to the First Effective Time (other than Shares (I) owned by Parent that are not held on behalf of third parties (each such Share, an “Excluded Share” and, collectively, “Excluded Shares”) and (II) that constitute Hook Stock) shall be exchanged, in accordance with Section 251(b)(5) of the DGCL, for a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio (the “Common Stock Consideration”), which shares of Parent Common Stock Parent shall cause to be delivered in accordance with its obligations set forth in Section 2.03.
Common Stock Consideration. At the Effective Time, as a result of the Merger and without any action on the part of any holder of Capital Stock of Midwest:
(i) all of the issued and outstanding Capital Stock of Midwest immediately prior to the Effective Time will be converted into and exchanged for the Common Stock Consideration, subject to adjustment as provided in Section 2.03, and the shares of Adelphia Common Stock representing the Common Stock Consideration shall be registered in the name of Holdings or its nominees; and
(ii) all of the Capital Stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of Capital Stock of Midwest and Midwest will become a wholly-owned subsidiary of Buyer.
Common Stock Consideration. The full amount of the Exercise Price shall be paid in the form of common stock of SSC, $.0001 par value per share (the “SSC Shares”), valued at the closing trading price on the date preceding the date upon which the Option is exercised (the “Common Stock Consideration” In the instance of conflict between the terms of the Agreement and the Contract, the terms of the Agreement shall prevail.
Common Stock Consideration. The aggregate consideration for the Common Stock to be purchased by Purchasers and the Purchaser Designee(s) pursuant to Section 2.1 shall be an amount in cash equal to Sixty Million Dollars ($60,000,000). The aggregate consideration for the Additional Shares to be purchased by Purchasers and the Purchaser Designee(s) pursuant to Section 2.2, if any, shall be an amount in cash calculated as the number of Additional Shares multiplied by the Price Per Share, which amount shall not exceed Thirty Million Dollars ($30,000,000) (the “Additional Purchase Price” and together with the Base Purchase Price, collectively, the “Purchase Price”). The portion of the Purchase Price which each Purchaser and Purchaser Designee, if any, is responsible to pay at Closing is set forth on Schedule B hereto (as the same may be amended from time to time in accordance with this Agreement).
Common Stock Consideration. (a) Each Seller understands that the offering and sale of the Shares as part of the Common Stock Consideration are intended to be exempt from registration under the Securities Act and applicable U.S. state securities laws by virtue of the private placement exemption from registration provided in Section 4(a)(2) of the Securities Act and exemptions under applicable U.S. state securities laws. Each Seller understands that PTMN is relying in part upon the truth and accuracy of, and each Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of each Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire the Shares.
(b) Each Seller acknowledges that (i) the Shares have not been and are not being registered under the Securities Act or any state securities laws, (ii) each Seller cannot sell, transfer, or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws; and (iii) neither PTMN nor any other person is under any obligation to register the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (except pursuant to Section 9.3 contained herein). Each Seller acknowledges that the Shares shall bear the following restrictive legend: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF PORTMAN RIDGE FINANCE CORPORATION (THE “COMPANY”) THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH TRANSFER PURSUANT TO CLAUSE (I) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION A...
Common Stock Consideration. The Shares being issued and sold in connection with the Common Stock Consideration pursuant to this Agreement have been duly authorized and, upon payment and delivery in accordance with this Agreement, will be validly issued, fully paid and non-assessable.
Common Stock Consideration. The Common Stock Consideration when issued will be duly authorized, fully paid and non-assessable, and not subject to any preemptive rights, and free and clear of any Security Interests or other encumbrances, except for transfer restrictions required under federal and state securities laws.
Common Stock Consideration. Each holder of Common Stock issued and outstanding immediately prior to the Effective Time shall be entitled to receive (A) shares of Parent Common Stock in the amount equal to (i) the Per Share Common Stock Closing Share Amount multiplied by (ii) the number of shares of Common Stock held by such holder as of immediately prior to the Effective Time, (B) at the First Tranche Release Date, shares of Parent Common Stock in the amount equal to (i) the Per Share Common Stock First Tranche Share Amount multiplied by (ii) the number of shares of Common Stock held by such holder as of immediately prior to the Effective Time and (C) at the Second Tranche Release Date, shares of Parent Common Stock in the amount equal to (i) the Per Share Common Stock Second Tranche Share Amount multiplied by (ii) the number of shares of Common Stock held by such holder as of immediately prior to the Effective Time, all as set forth on the Final Spreadsheet (which assumes no reduction in the Common Stock First Tranche Share Amount or the Common Stock Second Tranche Share Amount in connection with any Losses for which the Parent Indemnified Parties are entitled as determined in accordance with Article VII).
Common Stock Consideration. The Innodata Shares, if and to the extent that they are issued to the Sellers pursuant to this Agreement, as at the date hereof, do not constitute more than 9.99% of the issued and outstanding Innodata Shares at the time of Closing.
Common Stock Consideration. 2 Company . . . . . . . . . . . . . . . . . . 1
