Consolidation Consideration Sample Clauses

Consolidation Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Consolidation and without any action on the part of any Person:
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Consolidation Consideration. 9 3.02. Rights as Shareholders; Stock Transfers...........................................10 3.03.
Sample 1
Consolidation Consideration. The total consideration payable for all of the capital stock of Baytown referenced below shall be Five Million Three Hundred Eighty Five Thousand Dollars ($5,385,000.00) to be payable in the following manner: A. Subject to the provisions of Section 1.09, at the Initial Consolidation Effective Time and upon and by reason of the Initial Consolidation becoming effective, all holders of the common stock of Baytown, par value $3.75 per share (the "Baytown Common Stock") shall be entitled to receive from Bayshore, as of the Initial Consolidation Effective Time, for each share of Baytown Common Stock owned by such holder at the Effective Date, an amount equal to Five Million Three Hundred Eighty Five Thousand Dollars ($5,385,000.00) divided by the number of shares of Baytown Common Stock outstanding as of the Initial Consolidation Effective Time (the "Per Share Baytown Common Stock Consideration"; the aggregate Per Share Baytown Common Stock Consideration to be paid for all of the shares of the Baytown Common Stock is referred to herein as the "Baytown Common Stock Consideration"), and any and all rights arising out of the ownership of such shares shall, without any action on the part of the holder thereof, be canceled and
Sample 1
Consolidation Consideration. (a) Each share of Sunbelt's Common Stock issued and outstanding immediately prior to the effective date of the Initial Consolidation, other than Dissenting Shares (as defined in Section 1.11 of the Agreement), shall, by virtue of the Consolidations and without any action on the part of the holder thereof, be converted into and represent the right to receive the consideration payable as set forth below (the "Consolidation Consideration") to the holder of record thereof, without interest thereon, upon surrender of the certificate representing such share.
Sample 1
Consolidation Consideration. The total consolidation consideration payable for all of the capital stock of Texas National referenced below shall be $2,400,000.00, or $61.59848 per share of Texas National Common Stock (based on 38,962 shares issued and outstanding) to be payable in the following manner: At the Initial Consolidation Effective Time and upon and by reason of the Initial Consolidation becoming effective, each of the 38,962 shares of Texas National Common Stock issued and outstanding immediately prior to the Initial Consolidation Effective Time, excluding any Dissenting Shares (as defined in Section 1.10 of this Agreement), and any and all rights arising out of the ownership of such shares shall, without any action on the part of the holder thereof, be canceled and converted into the right to receive $61.59848 in cash payable upon tender of the stock certificates evidencing such shares as set forth in the following paragraph. The aggregate consideration to be paid for all of the shares of Texas National Common Stock shall hereafter sometimes be referred to as the "Consolidation Price." On or immediately prior to the Initial Consolidation Effective Time, Bancshares or Bayshore shall have available cash in sufficient amount to pay the aggregate Consolidation Price. At least ten (10) days in advance of the Closing Date (as defined in Section 6.1 of this Agreement), Bancshares will send to each shareholder of Texas National a letter of transmittal for use in exchanging such holder's certificates for his pro rata amount of the Consolidation Price. Commencing immediately after the Effective Date (as defined in Section 6.3 of this Agreement), each shareholder of Texas National shall be entitled to receive payment for his shares upon surrender of the certificates representing his shares of Texas National Common Stock or after providing an appropriate Affidavit of Lost Certificate and Indemnity Agreement and/or a bond as may be required in each case by Bancshares. Until so surrendered, each Texas National Common Stock certificate will be deemed for all corporate purposes to represent and evidence solely the right to receive the amount of the Consolidation Price to be paid therefor pursuant to this Agreement without interest thereon. Upon the consummation of the Consolidations, the par value and number of issued and outstanding shares of capital stock of the Continuing Bank shall be the same as the par value and number of issued and outstanding shares of capital stock of Bayshore as ...
Sample 1
Consolidation Consideration. The total consolidation consideration payable for all of the capital stock of First Bank referenced below shall be $7,970,600, or $69.0043 per share of First Bank Common Stock (based on 115,500 shares issued and outstanding) to be payable in the following manner: At the Initial Merger Effective Time and upon and by reason of the Initial Merger becoming effective, each of the 115,500 shares of First Bank Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time, excluding any Dissenting Shares (as defined in Section 1.10 of this Agreement), and any and all rights arising out of the ownership of such shares shall, without any action on the part of the holder thereof, be canceled and converted into the right to receive $69.0043 in cash payable upon tender of the stock certificates evidencing such shares as set forth in the following paragraph. The aggregate consideration to be paid for all of the shares of First Bank Common Stock shall hereafter sometimes be referred to as the "Consolidation Price." On or immediately prior to the Initial Merger Effective Time, Bancshares or Bayshore shall have available cash in sufficient amount to pay the aggregate Consolidation Price. At least ten (10) days in advance of the Closing Date (as defined in Section 6.1 of this Agreement), Bancshares will send to each shareholder of First Bank a letter of transmittal for use in exchanging such holder's certificates for his pro rata amount of the Consolidation Price. Commencing immediately after the Effective Date (as defined in Section 6.3 of the Agreement), each shareholder of First Bank shall be entitled to receive payment for his shares upon surrender of the certificates representing his shares of First Bank Common Stock or after providing an appropriate Affidavit of Lost Certificate and Indemnity Agreement and/or a bond as may be required in each case by Bancshares. Until so surrendered, each First Bank Common Stock certificate will be deemed for all corporate purposes to represent and evidence solely the right to receive the amount of the Consolidation Price to be paid therefor pursuant to this Agreement without interest thereon. Upon the consummation of the Consolidations, the par value and number of issued and outstanding shares of capital stock of the Continuing Bank shall be the same as the par value and number of issued and outstanding shares of capital stock of Bayshore as of the Effective Date.
Sample 1
Consolidation Consideration. (a) At the Closing, in consideration of the Consolidation, FNB agrees to deposit in the "Payment Fund" (as defined in Section 1.11 below) and in the "Escrow Account" (as defined in Section 1.12 below), as hereinafter provided, the cash consideration (the "Consolidation Consideration") consisting of (i) $4,874,000, adjusted for the "Adjustments," as described in subparagraph 1.9(b) below, plus (ii) an amount equal to Sequoia's stockholders' equity, as reflected on the Closing Balance Sheet described in Section 8.2(f) of this Agreement (the amounts in (i) and (ii), together, hereinafter called the "Closing Payment Amount"), plus (iii) an amount equal to the Stock Purchase Price, if and when the Stock Purchase Price is paid by HNB pursuant to Section 3.2 below. The Closing Payment Amount, less the sum of $1,500,000 (to be held in escrow), shall be paid by wire transfer in immediately available funds to the "Paying Agent" for deposit into the "Payment Fund," as such terms are defined in Section 1.11, to be held and disbursed in accordance with the "Paying Agent Agreement" described in Section 1.11, and the said $1,500,000 shall be paid by wire transfer in immediately available funds to the "Escrow Agent" for deposit into the "Escrow Account," as such terms are defined in Section 1.12, to be held and disbursed in accordance with the "Escrow Agent Agreement" described in Section 1.12. (b) For purposes of this Section 1.9, the term "Adjustments" means (i) the adjustments necessary to reflect the market value of all held-to-maturity securities and all available-for-sale securities in the category of "securities" and all other equity securities and financial assets, and (ii) the adjustments necessary to reflect an allowance for loan and lease losses of not less than Seven Hundred Thousand Dollars ($700,000), provided, however, that any additions to the allowance for loan and lease losses, made at the request of FNB pursuant to Section 8.2(c) below, to the extent such additions cause the total allowance for loan and lease losses to exceed Seven Hundred Thousand Dollars ($700,000), shall not be a reduction in the Closing Payment Amount.
Sample 1
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Consolidation Consideration. At the Closing, FNB shall pay the Consolidation Consideration to the Paying Agent and to the Escrow Agent, as provided in Section 1.9.
Sample 1
Consolidation Consideration 
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Related to Consolidation Consideration

  • OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.

  • Reclassification, Consolidation or Merger At any time while this Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

  • Reclassification, Consolidation, Merger, etc In case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company as an entirety, the Holders shall thereafter have the right to purchase the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owners of the shares of Common Stock underlying the Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Warrants and (y) the Exercise Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance as if such Holders had exercised the Warrants.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

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

  • Financial Consideration A. The College/University and the Facility shall each bear their own costs associated with this Agreement and no payment is required by either the College/University or the Facility to the other party, except that, where applicable, the Facility shall pay the tuition and other educational fees of students it places in the clinical experience program. B. The Facility is not required to reimburse the College/University faculty or students for any services rendered to the Facility or its patients pursuant to this Agreement.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)

  • Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance If, at any time while the Warrants are outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of a Warrant, each Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the same amount and kind of securities, cash or property, if any, of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which each Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration that such Holder receives upon any exercise of each Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) and for which stockholders received any equity securities of the Successor Entity, to assume in writing all of the obligations of the Company under this Warrant Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements and shall, upon the written request of such Holder, deliver to such Holder in exchange for the applicable Warrants created by this Warrant Agreement a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants which are exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant Agreement and the Warrants referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant Agreement and the Warrants with the same effect as if such Successor Entity had been named as the Company herein and therein. The Company shall instruct the Warrant Agent to mail, by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement to this Warrant Agreement and/or the Warrants or other agreement. Any such amendment, supplement or other agreement entered into by the Successor Entity shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in such amendment, supplement or other agreement relating either to the kind or amount of securities or other property receivable upon exercise of the Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such amendment, supplement or other agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above.

  • Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula. (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as the surviving entity pursuant to any Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board, a Triggering Event shall not be deemed to have occurred if, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

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