Jetcast Stock Sample Clauses

Jetcast Stock. Each share of Jetcast Stock issued and outstanding immediately prior to the Effective Time, upon surrender of the Certificate which immediately prior to the Effective Time represented such share of Jetcast Stock in the manner provided in Section 3.06(b) (or, in the case of a lost, stolen or destroyed Certificate, Section 3.06(h)), shall automatically be converted into and represent the right to receive: (i) a pro rata portion of the Cash Consideration, which shall be paid to the Stockholders pursuant to Section 2.08; (ii) 4,050,000 shares of Lenco Common Stock divided by 6,862,300 shares of outstanding Jetcast Common Stock, or 0.590181134 (as adjusted by the exercise of up to 435,000 Jetcast stock options prior to the Effective Time, the "Exchange Ratio") of a fully paid and nonassessable share of Lenco Common Stock, par value $0.001 per share (together with any cash in lieu of fractional shares pursuant to Section 3.04 and as adjusted by this Section 3.01(a), the "Stock Consideration"), provided that the aggregate Stock Consideration shall be reduced by the amount of the Specified Accounts Payable set forth in Schedule 3.01(c)(iii) based on the VWAP for such Lenco Common Stock for the 10 day period prior to the Closing Date and subject to holdback pursuant to Section 3.01(e) ; (iii) a pro rata portion of the Contingent Consideration (together with the Cash Consideration and the Stock Consideration, the "Merger Consideration"). As a result of the Merger, at the Effective Time, each holder of a Certificate shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable in respect of the shares of Jetcast Stock represented by such Certificate immediately prior to the Effective Time and any dividends or other distributions payable pursuant to Section 3.05, all to be issued or paid, without interest, in consideration therefor upon the surrender of such Certificate in accordance with Section 3.06(b) (or, in the case of a lost, stolen or destroyed Certificate, Section 3.06(h)).
Sample 1
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Related to Jetcast Stock

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Common Shares 4 Company...................................................................................... 4

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

  • Parent Stock As of December 15, 2013, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,888 shares in the aggregate of Series G, Series H and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f). The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent meets the requirements for taxation as a REIT under the Code.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • 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.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

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