Consideration for Company Shares Sample Clauses

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:
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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.
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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.
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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.
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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”).
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Consideration for Company Shares 
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Related to Consideration for Company Shares

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Consideration for Stock In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company therefor. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration.

  • Consideration for Purchases On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to make Purchase Price payments to the Originators and to reflect all capital contributions in accordance with Article III.

  • Consideration for Shares The Trustees may issue Shares of any Series for such consideration (which may include property subject to, or acquired in connection with the assumption of, liabilities) and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in Section 6.1(l) hereof). The Trustees may classify or reclassify any unissued Shares, or any Shares of any Series previously issued and reacquired by the Trust, into Shares of one or more other Series that may be established and designated from time to time.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Consideration for Transfer Notwithstanding anything to the contrary herein contained, except as may be required by Section 5 hereof, where a Transfer is made for consideration, in no event shall any such Transfer by Executive of Executive Securities be made under Section 6(c) or offered to be made under Section 6(b) for any consideration other than United States dollars payable in full upon consummation of such Transfer.

  • Consideration for License 4.1 In partial consideration for the rights granted hereunder, NOBLE agrees to prepare and file, or have prepared and filed, any and all applications in the name of UGARF for plant variety rights for the Licensed Variety in the United States and, at NOBLE’s discretion, in any other jurisdiction.

  • Cash in Lieu of Fractional Common Shares The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

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