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”).
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.
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).
(2) The number of shares of Aether Common Stock issued as the Initial Stock Consideration (collectively, the “Initial Shares”) shall be equal to the quotient of (x) the Initial Stock Consideration, divided by (y) the Closing Date Stock Price, rounded up or down to the nearest whole share.
(3) With respect to the Initial Shares, Purchaser shall deliver (or cause Aether to deliver on its behalf) on the Closing Date, to its registered transfer agent, with a copy to Seller, an irrevocable letter of instruction in form and substance to be mutually agreed by the parties hereto (the “Transfer Agent Instruction”) instructing such transfer agent to issue stock certificates, in the name of Seller, evidencing the Initial Shares, provided that one or more such stock certificates shall evidence that number of shares of the Aether Common Stock which have a value (based on the Closing Date Stock Price) equal to ten (10%) percent of the Initial Purchase Price (the “Initial Escrow Shares”), and the remaining stock certificate(s) shall evidence that number of shares of Aether Common Stock which have a value equal to the Initial Stock Consideration minus the value (based on the Closing Date Stock Price) of the Initial Escrow Shares (the “Remainder Shares”).
(4) Purchaser shall deliver (or cause Aether to deliver on its behalf) to Seller the Remainder Shares no later than 10 calendar days following the date of the Closing.
(5) Purchaser shall deposit (or cause Aether to deposit on its behalf) the Initial Escrow Shares with Wilmington Trust Company, as escrow agent (“Escrow Agent”), no later than 10 calendar days following the Closing Date, to be held by Escrow Agent for a period of twelve (12) months following the Closing Date (the “Escrow Period”), and pursuant to the terms and conditions of, that certain Escrow Agreement of even date herewith among Aether, Purchasers, Seller and Escrow Agent (the “Escrow Agreement”), which shall be in form and substance to be mutually agreed by the parties hereto.