LMP Stock Sample Clauses

LMP Stock. LMP may elect to contribute up to fifty percent (50%) of the Goodwill Value in the form of LMP common stock (NASDAQ: LMPX, the “LMP Stock”), calculated at a deemed price per share (rounded down to the nearest whole share, the “Issue Price”) equal to the greater of (the “Market Price”): (i) the average price per share of LMP Stock as reported at the closing of the NASDAQ Composite stock market exchange for each of the five (5) trading days prior to the Effective Date; or (ii) the average price per share of LMP Stock as reported at the closing of the NASDAQ Composite stock market exchange for each of the five (5) trading days prior to the Closing Date. The LMP Stock is subject to the terms and conditions detailed on Schedule 1(e) hereto. If (1) LMP elects to issue LMP Stock pursuant hereto, (2) the Lockup Period (as defined in Schedule 1(e) below) ends and the eight (8) month anniversary of the Closing Date (the “Price Protection Period”) has not elapsed, (3) the LMP Stock owner (i.e., Principal or a Contributor) sells any LMP Stock (such sale date(s), the “Sale Date(s)”); (4) LMP does not purchase such LMP Stock within thirty (30) days after receipt of written notice of intent to sell such LMP Stock; and (5) the Market Price on any Sale Date is less than the Issue Price, then by the ninth (9th) month anniversary of the Closing Date LMP shall pay Principal cash in an amount equal to the result of the Issue Price minus the Market Price as of the Sale Date(s) of such LMP Stock, times the number of shares of LMP Stock sold below the Issue Price Principal or a Contributor during the Price Protection Period (the “Stock Adjustment Payment”). LMP’s obligation to pay the Stock Adjustment Payment is conditioned upon compliance with Schedule 1(e) of this Agreement. LMP’s obligations under this paragraph will survive the Closing.
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Related to LMP Stock

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

  • Xxxxx Stock The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Securities Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act during such period.

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

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

  • Shares The term “

  • Registration of Shares of Common Stock Cashless Exercise at Companys Option 7.4.1 Registration of the shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “

  • 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).

  • 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.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • ISSUED STOCK All the outstanding shares of its Common Stock are duly authorized and validly issued, fully paid and non-assessable.

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