Delivery of IPO Price to Public; Statement. Prior to the ------------------------------------------ Closing, the Parent shall deliver to the Shareholders a written notice (the "Price Notice") setting forth the initial price to the public for a share of ------------- Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, and a statement setting forth a calculation of the Closing Outstanding Common Stock Number (as defined in Exhibit 1 attached hereto), the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined in Exhibit 1 attached hereto), payable to the Shareholders at Closing (the "Statement of Closing Consideration"). The ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Group Maintenance America Corp), Agreement and Plan of Merger (Group Maintenance America Corp)
Delivery of IPO Price to Public; Statement. Prior Within five business days after the Parent and its underwriters agree on the initial price to the ------------------------------------------ Closingpublic for a share of Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, the Parent shall deliver to the Shareholders a written notice (the "Price Notice") setting forth the such initial ------------ price to the public for a share of ------------- Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, and a statement setting forth a calculation of the Closing Outstanding Common Stock Number (as defined in Exhibit 1 attached hereto), the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined in Exhibit 1 attached hereto), payable to the Shareholders at Closing (the "Statement of Closing Consideration"). The ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Maintenance America Corp)
Delivery of IPO Price to Public; Statement. Prior to the ------------------------------------------ Closing, After the Parent shall deliver to the Shareholders a written notice (the "Price Notice") setting forth ------------------------------------------ and its underwriters agree on the initial price to the public for a share of ------------- Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, at the Closing, the Parent shall deliver to the Shareholder a written notice (the "Price Notice") setting forth such initial price to the public and a ------------ statement setting forth a calculation of the Closing Outstanding Common Stock Number (as defined in Exhibit 1 attached hereto), the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined in Exhibit 1 attached hereto), payable to the Shareholders Shareholder at Closing (the "Statement of Closing Consideration"). The initial ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Maintenance America Corp)
Delivery of IPO Price to Public; Statement. Prior to the ------------------------------------------ Closing, Within five business days after the Parent shall deliver to the Shareholders a written notice (the "Price Notice") setting forth and its underwriters agree on the initial price to the public for a share of ------------- Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, the Parent shall deliver to the Shareholder a written notice (the "Price Notice") setting forth such initial price to the public and a statement setting forth a calculation calculation, reviewed by KPMG Peat Marwick LLP, of the Closing Outstanding Common Stock Number (as defined determined in accordance with Exhibit 1 attached hereto), the Closing Per Share Cash AmountAmount (as determined in accordance with Exhibit 1 attached hereto), the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined determined in accordance with Exhibit 1 attached hereto), and the Closing Merger Consideration, payable to the Shareholders Shareholder at Closing (the "Statement of Closing Consideration"). The ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, Consideration as set forth in the Statement of Closing Consideration, Consideration shall be final, conclusive and binding for purposes of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Maintenance America Corp)
Delivery of IPO Price to Public; Statement. Prior After the Parent ------------------------------------------ and its underwriters agree on the initial price to the ------------------------------------------ Closingpublic for a share of Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, at the Closing the Parent shall deliver to the Shareholders a written notice (the "Price Notice") setting forth the such initial price to the public for a share of ------------- Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, and a ------------ statement setting forth a calculation of the Closing Outstanding Common Stock Number (as defined in Exhibit 1 attached hereto), the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined in Exhibit 1 attached hereto), payable to the Shareholders at Closing (the "Statement of Closing Consideration"). The initial ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Maintenance America Corp)
Delivery of IPO Price to Public; Statement. Prior Within five business ------------------------------------------ days after the Parent and its underwriters agree on the initial price to the ------------------------------------------ Closingpublic for a share of Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, the Parent shall deliver to the Shareholders a written notice (the "Price Notice") setting forth the such initial price to the ------------ public for a share of ------------- Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, and a statement setting forth a calculation of the Closing Outstanding Common Stock Number (as defined in Exhibit 1 attached hereto), the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined in Exhibit 1 attached hereto), payable to the Shareholders at Closing (the "Statement of Closing Consideration"). The initial ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Maintenance America Corp)
Delivery of IPO Price to Public; Statement. Prior Within five ------------------------------------------ business days after the Parent and its underwriters agree on the initial price to the ------------------------------------------ Closingpublic for a share of Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, the Parent shall deliver to the Shareholders a written notice (the "Price Notice") setting forth the such initial ------------ price to the public for a share of ------------- Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, and a statement setting forth a calculation of the Closing Outstanding Common Stock Number (as defined in Exhibit 1 attached hereto), the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined in Exhibit 1 attached hereto), payable to the Shareholders at Closing (the "Statement of Closing Consideration"). The ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Maintenance America Corp)
Delivery of IPO Price to Public; Statement. Prior After the Parent and its underwriters agree on the initial price to the ------------------------------------------ Closingpublic for a share of Parent Common Stock offered in the IPO, at the Closing as set forth in an executed underwriting agreement, the Parent shall deliver to the Principal Shareholders a written notice (the "Price Notice") setting forth the such initial price to the public for a share of ------------- Parent Common Stock offered in the IPO, as set forth in an executed underwriting agreement, and a statement setting forth a calculation of the Closing Outstanding Common Stock Number (as defined in Exhibit 1 attached hereto), the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined in Exhibit 1 attached hereto), payable to the Shareholders at Closing (the "Statement of Closing Consideration"). The ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Group Maintenance America Corp)