Consideration; Cancellation of Company Common Stock Sample Clauses

Consideration; Cancellation of Company Common Stock. (a) The aggregate consideration (the "Purchase Price") to be received by the Shareholders in connection with the Merger shall be one and one-quarter times (1.25x) the annual product revenue (excluding service revenue) of the business formerly operated by the Company in calendar year 2001, including products developed in collaboration with I-Bus and "sold" to I-Bus; provided, however, that if such annual product revenue (excluding service revenue) in calendar year 2001 is less than $15,000,000, then the aggregate consideration will equal one times (1.0x) such 2001 product revenue. The nature of the consideration, the timing of payment, methodology for computing product revenue, the methodology for computing the per share value of I-Bus common stock included in the payment of the Purchase Price, and certain adjustments to the Purchase Price are all as set forth on Exhibit 1.5. To the extent there is any inconsistency between the general terms of this Section 1.5(a) and the more specific terms of Exhibit 1.5, the terms of Exhibit 1.5 shall govern in all respects.
Sample 1
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Consideration; Cancellation of Company Common Stock. (a) The aggregate consideration to be received by all of the Company's holders of common stock and stock option holders ("Option Holders," and collectively with the holders of Company Common Stock, the "Shareholders") in connection with the Merger shall be 893,617 shares of Maxwxxx Xxxmon Stock, unless adjusted as set forth in Section 1.7.
Sample 1
Consideration; Cancellation of Company Common Stock. (a) By virtue of the Merger and without any action on the part of the holder thereof, each share of the Surviving Corporation's Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and all rights in respect thereof shall cease to be outstanding, excepting the right to be converted into 625,000 shares of Company Common Stock ("Exchange Shares"), upon surrender of certificates representing such shares to the Surviving Corporation, less any Escrowed Shares, or rights in respect of dissenting shares in accordance with SECTION 1.13.
Sample 1

Related to Consideration; Cancellation of Company Common Stock

  • Cancellation of Company Common Stock At the Effective Time, all Company Shares owned by the Company, Parent or Merger Sub shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Cancellation of Certain Company Common Stock Each share of Company Common Stock that is owned by Parent, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned Subsidiaries will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

  • Cancellation of Company-Owned Stock Each share of Company Common Stock owned by the Company or the Company Subsidiary immediately prior to the Effective Time shall be automatically canceled and extinguished without any exchange thereof and without any further action on the part of Buyer, Merger Sub or the Company.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Changes in Common Stock or Preferred Stock If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

  • Ownership of Company Common Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

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