Maximum Aggregate Merger Consideration; Effect on Capital Stock Sample Clauses

Maximum Aggregate Merger Consideration; Effect on Capital Stock. The --------------------------------------------------------------- aggregate maximum number of shares of common stock of Parent ("Parent Common ------------- Stock") to be issued (including Parent Common Stock to be reserved for issuance ----- upon exercise of any of the Company's options and stock purchase rights to be assumed by Parent) in exchange for the acquisition by Parent of all outstanding capital stock of the Company ("Company Capital Stock") and all outstanding --------------------- unexpired and unexercised options and stock purchase rights to acquire Company Capital Stock shall be 900,000 (the "Aggregate Share Number"). No adjustment ---------------------- shall be made in the number of shares of Parent Common Stock issued in the Merger as a result of any cash proceeds received by the Company from the date hereof to the Closing Date pursuant to the exercise of options, stock purchase rights or warrants to acquire Company Capital Stock. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of Company Capital Stock, the holder of any options, warrants or other rights to acquire or receive shares of Company Capital Stock, the following shall occur (which is intended to comply fully with the liquidation preference provisions set forth in Article IV, Section 2 of the Articles of Incorporation of the Company, as amended through the date hereof):
Sample 1
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Maximum Aggregate Merger Consideration; Effect on Capital Stock. The aggregate maximum number of shares of common stock of Parent ("Parent Common Stock") to be issued (including Parent Common Stock to be reserved for issuance upon exercise of any options and warrants of the Company) and aggregate maximum amount of cash payable, in exchange for the acquisition by Parent of all outstanding capital stock of the Company ("Company Capital Stock") and all outstanding unexpired and unexercised options, warrants and other rights to acquire Company Capital Stock shall be 400,000, subject to adjustment as provided in Section 6.20 (the "Aggregate Share Number") and an aggregate of $2,000,000 in cash and original principal amount of promissory notes in the form attached hereto as Exhibit A-1 (each a "Promissory Note"), subject to adjustment as provided in Section 6.20 (the "Aggregate Cash Component"), respectively. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of Company Capital Stock, or the holder of any options, warrants or other rights to acquire or receive shares of Company Capital Stock, the following shall occur:
Sample 1
Maximum Aggregate Merger Consideration; Effect on Capital Stock. (a) The aggregate maximum number of shares of capital stock of Parent ("PARENT CAPITAL STOCK") to be issued in exchange for the acquisition by Parent of all outstanding capital stock of the Company ("COMPANY CAPITAL STOCK") and all outstanding unexpired and unexercised options and warrants to acquire Company Capital Stock shall be 9,722,000, subject to adjustment as provided in subsection (b) below (the "AGGREGATE SHARE NUMBER"). Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of Company Capital Stock, the holder of any options, warrants or other rights to acquire or receive shares of Company Capital Stock, the following shall occur (which is intended to comply fully with the liquidation preference provisions set forth in Article IV, Section 2 of the Certificate of Incorporation of the Company, as amended through the date hereof).
Sample 1
Maximum Aggregate Merger Consideration; Effect on Capital Stock. (a) The aggregate maximum number of shares of common stock of Parent ("PARENT COMMON STOCK") to be issued in exchange for the acquisition by Parent of all outstanding common stock of the Company ("COMPANY COMMON STOCK") and all outstanding unexpired and unexercised options, warrants and other rights to acquire any capital stock of the Company ("COMPANY CAPITAL STOCK") shall be 995,000 (the "AGGREGATE SHARE NUMBER"). Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of Company Common Stock, the holder of any options, warrants or other rights to acquire or receive shares of Company Common Stock, the following shall occur:
Sample 1
Maximum Aggregate Merger Consideration; Effect on Capital Stock 
Sample 1

Related to Maximum Aggregate Merger Consideration; Effect on Capital Stock

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • 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

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

  • 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:

  • 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.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Transaction Consideration The Transaction Consideration;

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

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