Consideration Warrant Sample Clauses

Consideration Warrant. If the number of Series D Shares that an Investor and its affiliates hold at the time of the Merger would, if converted and
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Consideration Warrant. The parties further agree that in consideration of the termination of the Original Agreements, Meteora shall receive, concurrently with the execution of this Agreement, a warrant to purchase 3,500,000 shares of Class A common stock, par value $0.0001 per share, of the Company (“Common Stock”), in the form attached hereto as Exhibit A (the “Warrant”) subject to the terms, conditions, adjustments and limitations set forth in the Warrant; provided, that in addition to the terms of the Warrant as set forth therein: (a) the payment and performance in full of all of the Company’s obligations under the Warrant shall be subject to the security interest set forth in Article 2 herein; (b) at the written request of Meteora (the “Registration Request”), the Company shall use its best efforts to file (at the Company’s sole cost and expense) with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement registering the resale of all Warrant Shares (as defined in the Warrant) issuable upon exercise of the Warrant (the “Registration Statement”), and have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earliest of (i) the 60th calendar day (or 105th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Registration Request and (ii) the 5th Business Day (as defined below) after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review. Upon notification by the SEC that the Registration Statement has been declared effective by the SEC, within two Business Days thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act of 1933, as amended (the “Securities Act”), containing a “plan of distribution” reasonably agreeable to Meteora. The Company shall not identify Meteora as a statutory underwriter in the Registration Statement unless requested by the SEC. The Company will use its reasonable best efforts to keep the Registration Statement covering the resale of the Warrant Shares as described above continuously effective (except for customary blackout periods, up to twice per year and for a total of up to 15 calendar days (and not more than 10 calendar days in an occurrence), if and when the Company is in possession of material non-public information the disclosure of which, i...
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Related to Consideration Warrant

  • 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.

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Stock Consideration 3 subsidiary...................................................................53

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Transaction Consideration The Transaction Consideration;

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

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