Consideration for the Merger. (a) Notwithstanding any other provision of this Agreement, the aggregate amount (including any amounts withheld pursuant to Section 1.14) Parent shall pay or cause to be paid to the holders of shares of Company Common Stock that are not subject to restriction or a right of repurchase by the Company (the “Company Stockholders”) and holders of Company Options, Company Restricted Stock and all other equity interests of the Company (collectively, together with the Company Stockholders, the “Company Holders”) in exchange for the acquisition by Parent of all shares of Company Common Stock and the cancellation or termination, as applicable, of Company Options and Company Restricted Stock and other similar rights to acquire Company Common Stock or other equity securities of the Company (whether vested, unvested, earned, unearned or contingent) (the “Purchase Price”) shall be an amount in cash equal to:
(i) Two Billion One Hundred Sixty Million Dollars ($2,160,000,000) (the “Base Consideration”);
(ii) minus the Indebtedness Adjustment;
(iii) plus the Cash Credit Amount;
(iv) minus the aggregate amount of the Change of Control and Severance Payments; and
(v) minus the aggregate amount of Company Transaction Expenses unpaid as of the close of business on the day immediately prior to the Closing Date;
(vi) minus the amount, if any, by which (A) Seventy Five Million Dollars ($75,000,000) exceeds (B) thirty-seven and a half percent (37.5%) of the aggregate amount of all prepayment premiums, penalties, breakage costs or similar obligations payable in connection with (x) the redemption of the Redeemed Notes pursuant to Section 5.11(b) and (y) the payment of any Indebtedness incurred to prepay, redeem, repurchase or otherwise retire or extinguish such Redeemed Notes (unless, in case of such Indebtedness, Parent reasonably determines that it will not be entitled to deduct the full amount of such prepayment premiums, penalties, breakage costs or similar obligations in the tax year in which such payment is made) (the “Tax Benefit Adjustment”); provided that if any Redeemed Notes are prepaid, redeemed, repurchased or otherwise retired or extinguished prior to the Effective Time, whether as permitted pursuant to Section 4.2 or otherwise, then the amount to be used in clause (B)(x) of the calculation of the Tax Benefit Adjustment with respect to such Redeemed Notes shall be zero ($0);
(vii) minus, the aggregate amount of Indebtedness repaid by the Company on or after the date he...
Consideration for the Merger. At the Effective Time, by virtue of the Riviera Merger and without any action on the part of Gaming, RAS, the Company or the holder of any of the following securities:
(a) Each Share (other than Shares to be cancelled pursuant to Section 1.8(b) hereof) shall be converted into and represent the right to receive the Merger Consideration (as defined below). From and after the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any of the Shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable to the holder thereof, without interest, upon surrender of such Certificate in the manner provided in Section 1.9 hereof. As used herein, "Merger Consideration" means the amount of $15.00 in cash per Share, plus an amount of additional consideration (the "Additional Consideration") equal to the daily portion of the accrual on $15.00 at 7% compounded annually, accruing from June 1, 1997 to the Effective Time; provided, that the Merger Consideration paid to each Option Seller shall be reduced by the amount of Additional Consideration paid to such Option Seller pursuant to Section 1.2(b) of the Riviera Option Agreement. It being understood that, assuming consummation of the Riviera Merger, the proviso in the preceding sentence shall have the effect of causing the consideration per Share to be received hereunder and under the Riviera Option Agreement by the Option Sellers from Gaming on account of the Shares owned by the Option Sellers to be equal to the consideration per Share received by the Company Stockholders (other than the Option Sellers) hereunder from Gaming on account of the Shares owned by the Company Stockholders (other than the Option Sellers). Each of Gaming and RAS represents and warrants that the Merger Consideration to be received hereunder by the Option Sellers for each Share owned by the Option Sellers and any other consideration paid by Gaming or RAS to the Option Sellers for such Shares (but excluding consideration paid under the Riviera Option Agreement) shall be equal to the Merger Consideration received by the other holders of Shares.
Consideration for the Merger. Subject to the terms and conditions of this Agreement and the DGCL, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Merger Subsidiary or any Stockholder:
Consideration for the Merger. Subject to Section 1.6, in exchange for effecting the Merger, the Company shall issue to Meruelo Trust 10,185,896 shares of Common Stock, in certificate form (the “Merger Consideration”). The parties shall take such additional actions and execute such additional documentation as may be required by the articles of incorporation, as amended, and bylaws of S Corp or the Company or as requested in the reasonable judgment of counsel in order to effect the transactions contemplated hereby.
Consideration for the Merger. The manner of converting the shares of Citrus into shares of CFC shall be as set forth in the Plan of Merger.
Consideration for the Merger. The manner of converting the shares of American into shares of NPSC shall be as set forth in the Plan of Merger.
Consideration for the Merger. The manner of converting the shares of Imagitel into shares of Wavetech shall be as set forth in the Plan of Merger.
Consideration for the Merger. CONVERSION OR CANCELLATION OF ------------------------------------------------------------------------ SHARES IN THE MERGER. At the Effective Time, by virtue of the Merger and --------------------- without any action on the part of the holders of any Shares or capital stock of Sub:
(a) Each Share that is issued and outstanding immediately prior to the Effective Time other than Dissenting Shares (as defined in Section 3.6) and Shares owned by Falcon, Sub or any direct or indirect wholly-owned subsidiary of Falcon (collectively, "Falcon Companies") or any of Xxxxxx Xxxxxxxx'x direct or indirect wholly-owned subsidiaries or shares held in the treasury of Xxxxxx Xxxxxxxx shall, by virtue of the Merger and without any action on the part of Sub, Xxxxxx Xxxxxxxx or the holder thereof, be cancelled and extinguished and converted into the right to receive the Per Share Amount in cash (the "Merger Consideration"), payable to the holder thereof, without interest thereon, less any applicable withholding of taxes, upon the surrender of the certificate formerly representing such Share in the manner provided in Section 3.3.
(b) Each Share issued and outstanding and owned by any of the Falcon Companies other than Sub or any of Xxxxxx Xxxxxxxx'x direct or indirect wholly owned subsidiaries or authorized but unissued shares held by Xxxxxx Xxxxxxxx immediately prior to the Effective Time shall cease to be outstanding, be cancelled and retired without payment of any consideration therefor and cease to exist.
(c) Each share of common stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Consideration for the Merger. (a) SHARES OF THE CONSTITUENT AND SURVIVING CORPORATIONS: At the Effective Time, each share of RAE Systems Common Stock and each share of RAE Systems Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined)) shall, by virtue of the Merger and without any action on the part of Nettaxi, RAE Systems or RSAC or any holder thereof, be converted into and be exchangeable for the right to receive that number of fully paid and non-assessable shares of Nettaxi Common Stock ("Nettaxi Merger Stock") equal to the Exchange Ratio. For purposes of this Agreement, the "Exchange Ratio" shall be determined in accordance with the following formula: E = VPS (RAE) ------------ VPS (Nettaxi) where E = the Exchange Ratio VPS (RAE) = 1.48113 VPS (Nettaxi) = (NV+100,000+T)/7,605,747 NV = Nettaxi's net cash plus cash equivalents minus (i) an amount equal to all payables and other fixed obligations (excluding the four (4) liabilities described in Nettaxi Disclosure Schedule 4.24) and (ii) an appropriate reserve for payables and any other contingencies (including a reasonable reserve to be mutually agreed upon for the two (2) litigation matters described in Section 2.2(c)) (collectively, "Net Cash"), each calculated as of the Effective Time; provided, however, that if such amount is greater than $7,500,000, NV shall nonetheless equal $7,500,000. T = The dollar amount, if any, by which the tax reserve relating to transactions involving RAE System's foreign subsidiaries in the audited financial statements of RAE Systems exceeds $2,000,000 for taxes payable relative to foreign income for the years 1998 through 2001. For illustrative purposes only, if NV was $7,500,000 and T was 0 at the Effective Time, E = VPS (RAE) ------------ VPS (Nettaxi)
= 1. 48113 ---------------------------- (7,500,000 + 100,000+0)/7,605,747 = 1.48225 and whereby there would be 43,091,835 shares of Nettaxi common stock outstanding immediately after the Effective Time, with 7,605,747 shares of Nettaxi common stock, constituting 17.65% of the outstanding shares of Nettaxi common stock at the Effective Time, being held by the Nettaxi shareholders that were Nettaxi shareholders immediately prior to the Effective Time; 34,526,088 shares of Nettaxi common stock, constituting 80.12% of the outstanding shares of Nettaxi common stock at the Effective Time, being held by shareholders of RAE Systems immediately prior to the Effective Time ("RAE Syst...
Consideration for the Merger. In consideration for the merger, STEMTECH CORPORATION shareholders shall hereby be issued restricted Treasury stock representing 37,060,000 (Thirty-Seven Million, Sixty Thousand) common shares in the share exchange. The current shareholders of Globe Net Wireless Corp. shall retain a total of 6,540,000 (Six million five hundred forty thousand) shares of common stock.
A. Globe Net Wireless Corp. shall issue 37,060,00 shares (85% of the outstanding shares of Globe Net Wireless Corp. post transaction) to Stemtech in exchange for all outstanding shares of Stemtech.
B. The $241,500 in debts currently held by Globe Net Wireless Corp. holders shall be converted into common shares; including the Demand Notes ($52,209.22) and the Convertible Notes ($255,279.55); as well as any and all expenses and costs incurred by the company or its agents; all to be converted in full accord and satisfaction in exchange for 6,000,000 common shares. Post transaction, there shall be 6,540,000 shares held by Globe Net Wireless Corp. shareholders in total, and 37,060,000 shares held by Stemtech shareholders.
