Consideration for Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities, but subject in each case to the provisions of Section 1.8 and Section 1.13 and adjustment for the amounts prescribed therein, and subject further to compliance with the procedures set forth in Section 1.12:
(i) each Preferred Share issued and outstanding immediately prior to the Effective Time, including, for the avoidance of doubt, all shares of Series A-1 Preferred Stock issued pursuant to the Pre-Closing Exchange, (other than shares of Special A-1 Voting Stock, Preferred Shares owned beneficially by the Buyer or Merger Sub, Dissenting Shares and Preferred Shares held in the Company’s treasury) shall be converted into and represent the right to receive (x) the Series A-1 Liquidation Preference Amount plus the Common Cash Amount, (y) a portion of the Net Earn-Out Amount on the terms and subject to the conditions set forth in Section 1.14, if any, without any interest thereon and (z) a portion of each of the Revised Closing Net Working Capital Adjustment (if any), the Escrow Fund (if any), the Working Capital Escrow Fund (if any) and the Company Stockholder Representative Fund (if any), in each case, all on the terms and subject to the conditions set forth in Sections 1.8, 1.13 and 1.15 and the Escrow Agreement; and
(ii) each Common Share issued and outstanding immediately prior to the Effective Time, including, for the avoidance of doubt, all Common Shares issued pursuant to the Pre-Closing Exchange, (other than shares of Special Common Voting Stock or shares owned beneficially by the Buyer or Merger Sub, Dissenting Shares and shares held in the Company’s treasury) shall be converted into and represent the right to receive (x) the Common Cash Amount, (y) a portion of the Net Earn-Out Amount on the terms and subject to the conditions set forth in Section 1.14, if any, without any interest thereon and (z) a portion of each of the Revised Closing Net Working Capital Adjustment (if any), the Escrow Fund (if any), the Working Capital Escrow Fund (if any) and the Company Stockholder Representative Fund (if any), in each case, all on the terms and subject to the conditions set forth in Sections 1.8, 1.13 and 1.15 and the Escrow Agreement.
Consideration for Company Shares. (a) Subject to the terms and conditions of this Agreement and in accordance with Section 2.04, at the Closing, each Selling Shareholder shall be entitled to receive in consideration for the sale and transfer of its Company Shares, an amount of Consideration Shares equal to the product of the its portion of the Aggregate Consideration, as set forth in the Closing Allocation Certificate (the “Shareholders Consideration”). Notwithstanding anything to the contrary, the total value of the Shareholders Consideration shall not exceed the Aggregate Consideration minus the total value of the Assumed Options.
(b) The Per Share Ordinary Amount will be calculated as follows: The quotient obtained by dividing (i) the Aggregate Consideration of the holders of Company Ordinary Shares and holders of the Assumed Options by (ii) the “Fully Diluted Equity Securities” (which is equal to the total number of Company Ordinary Shares plus the total number of Company Shares issuable upon the exercise or settlement of the Company Options and Company Warrants, that are issued and outstanding immediately prior to the Closing Date, and assumed pursuant to Section 2.10 plus the total number of Company Shares underlying the Promised Options, shall be defined as the “Per Share Ordinary Amount”.
(c) The parties hereto acknowledge and agree that the Key Executive Share Consideration (i) is part of the entire consideration payable to the Selling Shareholders (including the Key Executive), in connection with and solely for the sale of the shares of the Company, (ii) shall not be considered wages or compensatory income for Key Executive’s past, present or future services for the Company or Parent following the date of this Agreement or considered as part of the Key Executive’s salary for any purposes of calculating disbursements to social benefits, pension fund and/or managers insurance and/or education fund, paid leave, or for calculating of severance pay or other payments derived from salary during the Key Executive’s employment and upon termination of the Key Executive’s employment, for which the Key Executive will be fully compensated in accordance with the terms of the Key Executive’s employment agreement, and (iii) shall be treated as consideration for the shares of the Company for all Tax purposes. For income and other applicable Tax purposes, the parties hereto agree to report payments of the Key Executive Share Consideration consistently with the foregoing intended Tax treatment and ...
Consideration for Company Shares. In consideration of the transfer of -------------------------------- the Company Shares pursuant to Section 1.2, Buyer is concurrently herewith issuing to each Shareholder (i) the number of shares (the "Series E Preferred Shares") of Buyer's Series E Preferred Stock, par value $.001 per share (the "Series E Preferred Stock"), set forth opposite such Shareholder's name on Schedule 1.3, and (ii) warrants, substantially in the form attached hereto as Exhibit A (the "Warrants"), to purchase up to the number of shares (the "Warrant --------- Shares") of Buyer's common stock, par value $0.001 per share, (the "Common Stock") set forth opposite such Shareholder's name on Schedule 1.3.
Consideration for Company Shares. Subject to Sections 1.2(b), 1.5, 9 and 10.14(e): (i) the aggregate consideration payable by or on behalf of Purchaser to Sellers in respect of all Outstanding Company Shares shall be the Aggregate Share Consideration Amount set forth on the Closing Consideration Spreadsheet; and (ii) the portion of the Aggregate Share Consideration Amount payable to each Seller in respect of all of the Outstanding Company Shares held by such Seller shall be the amount set forth opposite such Seller’s name in the Closing Consideration Spreadsheet (such Seller’s “Per Holder Aggregate Share Consideration Amount”).
Consideration for Company Shares. The consideration for the purchase of the Company Shares shall be satisfied by the delivery by the Buyer of the Seller Shares as directed under and in accordance with the terms of the Landbank Agreement.
Consideration for Company Shares
