Exchange Ratio for Company Stock Sample Clauses

Exchange Ratio for Company Stock. Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares), shall, subject to Section 3.1(d), be converted into the right to receive a number of fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Merger Consideration”). At the Effective Time, all such shares of Company Stock shall no longer be outstanding, and shall automatically be cancelled and retired and cease to exist, and each holder of a certificate representing any such shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 3.2, without interest. No fractional shares of Parent Common Stock shall be issued; and, in lieu thereof, a cash payment shall be made pursuant to Section 3.2(e).
Sample 1
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Exchange Ratio for Company Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock subject to Section 2.1(b)) shall, subject to Section 2.1(d), be converted into the right to receive 2.4 (the "EXCHANGE RATIO") fully paid and nonassessable shares of common stock, $0.01 par value per share, of Parent ("PARENT COMMON STOCK") (the "MERGER CONSIDERATION"). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding, and shall automatically be cancelled and retired and cease to exist, and each holder of a certificate representing any such shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest. No fractional shares of Parent Common Stock shall be issued; and, in lieu thereof, a cash payment shall be made pursuant to Section 2.2(e).
Sample 1
Exchange Ratio for Company Stock. Subject to Section 2.2, each share of Company Common Stock issued and outstanding at the Effective Time, including all accrued and unpaid dividends thereon, shall be exchanged and converted into the right to receive the Company Stock Fraction of a share of Purchaser Common Stock in accordance with Section 2.2(b); provided, however, that the aggregate number of shares of Purchaser Common Stock issuable to the Stockholder of the Company shall be rounded to the nearest whole share and no fractional shares of Purchaser Common Stock shall be issued in the Merger. For convenience of reference, the shares of Purchaser Common Stock to be issued upon the exchange and conversion of Company Common Stock in accordance with this Section 2.1(c) are sometimes hereinafter collectively referred to as the "Merger Shares". (i) For purposes of this Agreement,
Sample 1
Exchange Ratio for Company Stock. (i) Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares) shall be converted into the right to receive the number (the "Common Stock Conversion Number") of fully paid and nonassessable shares of common stock, par value $.001 per share, of Parent ("Parent Common Stock") which have an aggregate Net Asset Value equal to 1.05 multiplied by the Net Asset Value of one share of Company Common Stock (as adjusted pursuant to the proviso at the end of this sentence, provided, however, that if the mean average of the Sales Prices of a whole share of Parent Common Stock on the ten consecutive Trading Days ending three Trading Days prior to the Closing Date is below $6.00 per share (the "Benchmark Price"), at the option of the Company the Common Stock Conversion Number shall be multiplied by a fraction the numerator of which is the Benchmark Price, subject to adjustment as provided in paragraph (ii) below, and the denominator of which is that mean average of such Sales Prices. The term "Net Asset Value" shall mean net asset value per share of common stock and shall be computed for each of the Company's and Parent's shares by each of the Company and Parent, as of the latest date of the satisfaction of the conditions described in Sections 7.01(a) and 7.02(f),such computation to be determined within three business days and to be made in the manner provided in Schedule I to this Agreement (the "Net Asset Valuations"). The Company and Parent shall use their best efforts to resolve any differences and reach agreement regarding their respective Net Asset Value calculations for each of the Company and Parent. If the Company and Parent are unable to arrive at the same value for any of the Company's and/or Parent's items referred to in Schedule I ("Disputed Values"), the aggregate value for such Disputed Values shall be determined as follows: the Company and Parent each shall select a nationally recognized investment banking firm with experience in such computations that is independent of each of the Company and Parent and that within the past three years has not performed, and is not contemplated to perform, any services for either the Company or Parent (collectively, the "Appraisers") to compute the value of the Disputed Values in the manner provided in Schedule I (the "Appraisals"). The average of the parties' two valuations and the two Appraisals for each Disputed Value...
Sample 1
Exchange Ratio for Company Stock. (i) Subject to Sections 2.2 and 4.27, each share of Company Stock issued and outstanding immediately prior to the Effective Date (other than shares cancelled pursuant to Section 2.1(b)) shall be deemed cancelled and converted into and shall represent the right to receive (a) that number of shares of Parent Common Stock equal to the quotient obtained by dividing (i) the Share Converter, by (ii) the number of outstanding and issued shares of Company Stock (the "Share Consideration"), plus (b) that number of Parent Warrants equal to the quotient obtained by dividing (x) the Warrant Converter, by (y) the sum of the number of outstanding and issued shares of Company Stock. (ii) Subject to Section 2.2, each Company Warrant shall be deemed cancelled and converted into and shall represent the right to receive that same number of Parent Warrants having the same price and the same terms and conditions as the Company Warrant. (iii) Each warrant issued under Section 2.1(c)(i) shall represent the right to purchase one share of Parent Common Stock for a purchase price of $3.00 upon the terms and conditions of the warrant agreement attached hereto as Exhibit 2.1 (c) (i). Each warrant issued under Section 2.1(c)(ii) shall represent the right to purchase one share of Parent Common Stock for a purchase price of $8.00 upon the same terms and conditions as the warrant agreement attached hereto as Exhibit 2.1(c)(ii). As used herein, the term "Parent Warrant" shall mean any warrants to purchase shares of Parent Common Stock issued by Parent in connection with this Agreement, the Plan of Merger, the Transaction Documents, and the transactions contemplated hereby and thereby.
Sample 1
Exchange Ratio for Company Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock subject to Section 2.1(b)) shall, subject to Section 2.1(d), be converted into the right to receive 2.4 (the "Exchange Ratio") fully paid and nonassessable shares of common stock, $0.01 par value per share, of Parent ("Parent Common Stock") (the "Merger Consideration"). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding, and shall automatically be cancelled and retired and cease to exist, and each holder of a certificate representing any such shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest. No fractional shares of Parent Common Stock shall be issued; and, in lieu thereof, a cash payment shall be made pursuant to Section 2.2(e).
Sample 1

Related to Exchange Ratio for Company Stock

  • Exchange Ratio The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Adjustment for Common Stock Issue If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

  • Common Stock 1 Company........................................................................1

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

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