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:
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. To the extent the Common Stock Consideration contains any restrictive legend, Parent shall facilitate and cause the de-legending of such Common Stock Consideration in connection with any future sale of such Common Stock Consideration by Seller in accordance with applicable Law.
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. 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. At the Closing, in addition to any other obligations of Seller and Buyer hereunder, including, but not limited to, the provisions of Article VI and Exhibit C hereto, Buyer shall cause the Common Stock Consideration to be delivered in such manner as shall be specified by Seller in a letter of instruction to be delivered to Buyer at least two (2) business days prior to the Closing Date. No fractional shares of Buyer's common stock shall be issued in connection with the delivery of the Common Stock Consideration; if necessary, the number of shares issued as the Common Stock Consideration shall be reduced such that no such fractional shares are so issued."
Common Stock Consideration. The “Common Stock Consideration” is the number of shares of OLB Common Stock equal to the quotient of Cash Consideration divided by the Average Price, rounded down to the nearest ten-thousandths; provided, however, that if the Average Price exceeds $11.45, then the Common Stock Consideration shall be equal to 2.7004 shares of OLB Common Stock, and, if the Average Price is less than $7.63, then the Common Stock Consideration shall be equal to 4.0524 shares of OLB Common Stock (the “Exchange Ratio”).
Common Stock Consideration. FTI has taken all necessary corporate action to permit it to issue the number of shares of FTI Common Stock required to be issued pursuant Article II. FTI Common Stock issued pursuant to Article II will, when issued, be duly authorized, validly issued, fully paid and nonassessable, and no Person will have any preemptive right of subscription or purchase in respect thereof.
Common Stock Consideration. 1.03(a) Common Stockholder Approval............................................1.02 Company 10-K........................................................3.06(a) Company 10-Q....................................................3.07(a)(iv) Company Balance Sheet..................................................3.08
