Initial Shares Value Sample Clauses

Initial Shares Value. If on March 31, 1999, (the -------------------- "Adjustment Date") the fair market value, as defined below, of the Initial Shares then held by the Seller and/or the Shareholders is less than $2,000,000 if all such Initial Shares are so held, or a pro-rata portion thereof if not all such Initial Shares are so held, the Buyer will deliver to Seller an additional number of shares of Common Stock (the "Adjustment Shares"), the fair market value of which shall be equal to the difference between the fair market value of the Initial Shares on the Adjustment Date and $2,000,000, or the applicable pro- rata portion thereof. Notwithstanding the above, the number of Adjustment Shares shall not exceed 200,000 shares of Common Stock, provided, however, that the Adjustment Shares shall be increased to a maximum of 250,000 shares if Buyer's income before taxes for the period from Closing through March 31, 1999, related solely to the Business is at least $400,000.00. Buyer's net income before taxes shall be determined in accordance with generally accepted accounting principles consistent with the methodology employed in the projections for Seller's 1998 calendar year and provided by Seller to Buyer which are attached hereto as Schedule 1.5. For purposes of this section, the fair market value of the Common Stock shall be the arithmetic average of the market bid prices for the Common Stock as reported on The NASDAQ Stock MarketSM or such other United States over- the-counter market or exchange on which the Common Stock is then reported, for the 30 trading days immediately prior to the Adjustment Date. The Adjustment Shares, if any, shall be subject to the Registration Rights Agreement. Notwithstanding the foregoing, Buyer shall not be obligated to deliver any Adjustment Shares in respect of any Initial Shares which, on or before the Adjustment Date (a) have been sold by Seller or the Shareholders for cash, (b) have become freely tradeable without restriction, if, on the date they became freely tradeable, their value measured on such date is at least $2,000,000.00 or the applicable pro-rata portion thereof, or (c) have been exchanged by Seller or the Shareholders for other freely tradeable securities, if, on the date of the exchange, such other freely tradeable securities have a value, measured on the date of the exchange, of at least $2,000,000.00 or the applicable pro-rata portion thereof.
Sample 1
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Related to Initial Shares Value

  • Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

  • Additional Shares Neither the Company nor any company controlling, controlled by or under common control with the Company shall issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities or shall deposit any Shares under this Deposit Agreement, except under circumstances complying in all respects with the Securities Act of 1933. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with securities laws in the United States.

  • Shares; Price The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price").

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

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • Legend on Common Stock Certificates Certificates for shares of the ------------------------------------- Common Stock issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, dated as of October 11, 2001 (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the "Company") and Registrar and Transfer Company, the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Until the Separation Time, certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • 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.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

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