Initial Stock Consideration Sample Clauses

Initial Stock Consideration. At the Closing, Buyer shall deliver the Initial Stock Consideration to each of the Sellers in the amounts and in accordance with the account instructions set forth in Schedule 3.2(b) (or such other instructions provided by a Seller to Buyer within three (3) Business Days of the Closing Date), and shall cause its transfer agent to record a book entry evidencing the issuance of the Initial Stock Consideration in the name of such Sellers. At or prior to Closing, each of the Sellers agrees to execute a lock-up agreement, substantially in the form attached hereto as Exhibit B (“Sellers Lock-Up Agreement”).
Sample 1
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Initial Stock Consideration. (1) The value of the Aether Common Stock portion of the Initial Purchase Price (the “Initial Stock Consideration”) shall be the quotient of (1) the product of (x) Eleven Million Dollars ($11,000,000.00), and (y) the Initial Purchase Price divided by (2) Sixty Million Dollars ($60,000,000).
Sample 1
Initial Stock Consideration. Holder hereby agrees that during the six (6) months from the date hereof, in the case of the Initial Stock Consideration (other than the Excluded Shares), including any shares of Common Stock acquired pursuant to a stock split, stock dividend, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company (each an “Adjustment”) (such period herein referred to as the “Initial Period”), Holder shall not, directly or indirectly, through an “affiliate” or “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act), or otherwise, offer, sell, contract to sell, pledge, hypothecate, grant an option for sale, or otherwise dispose of, or transfer or grant any rights with respect thereto in any manner (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition, whether by actual disposition, effective economic disposition due to cash settlement, transfer of the entity holding the Lockup Shares or otherwise) either privately or publicly (each, a “Transfer”) any of the Initial Stock Consideration (other than the Excluded Shares), or enter into any agreement or any transaction that has the effect of transferring, in whole or in part, directly or indirectly, the economic consequence of ownership of the Initial Stock Consideration whether any such agreement or transaction is to be settled by delivery of the Lockup Shares, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company and its transfer agent are authorized to place “stop orders” on its books to prevent any transfer of any of the Initial Stock Consideration (other than the Excluded Shares) held by Holder in violation of this Agreement.
Sample 1

Related to Initial Stock Consideration

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

  • 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.

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • 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.

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

  • 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

  • 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.

  • 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 Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

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