Maximum Shares to Be Issued. Effect on Capital Stock.
Maximum Shares to Be Issued. The maximum number of shares of NHancement Common Stock to be issued in exchange for the cancellation of all outstanding Trimark Capital Stock shall be Seven Hundred Fifty Thousand (750,000) shares and warrants (in the form attached as Exhibit "A") to purchase Two Hundred Fifty Thousand (250,000) shares of NHancement Common Stock at a warrant price equal to the then current fair market value at Closing (further subject to the Valuation Formula set forth in Section 4.2 below). Each share of Common Stock of Trimark (the "TRIMARK COMMON STOCK") issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and be converted automatically into the right to receive Seven Hundred Fifty (750) shares, and Warrants to purchase on additional Two Hundred Fifty (250) shares, of NHancement Common Stock upon surrender of the Certificate representing such shares of Trimark Common Stock in the manner provided in Section 1.7. From the date hereof until the Effective Time, Trimark agrees not to issue any additional shares of its Capital Stock (including any options, warrants, conversion privileges or other rights, commitments or agreements of any nature to purchase any such shares of Trimark Capital Stock). All of the shares of Merger Sub owned by NHancement immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares shall continue to evidence ownership of shares of capital stock of the Surviving Corporation. No fraction of a share, or a Warrant to purchase a fractional share, of NHancement Common Stock will be issued, but in lieu thereof, each holder of shares of Trimark Capital Stock who would otherwise be entitled to a fraction of a share of NHancement Common Stock (after aggregating all fractional shares of NHancement Common Stock to be received by such holder) shall be entitled to receive from NHancement in the amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the average closing price of a share of NHancement Common Stock for the five (5) consecutive trading days ending on the trading day immediately prior to the Closing, as reported on the NASDAQ National Market and, in the case of the Warrants, a Warrant rounded up to purchase the nearest whole share.
Maximum Shares to Be Issued. Maximum Cash to be paid; Effect on --------------------------------------------------------------- Capital Stock. The maximum number of shares of Parent Common Stock to be issued ------------- (including Parent Common Stock to be reserved for issuance upon exercise of any of the Company's options to be assumed by Parent) in exchange for the acquisition by Parent of all outstanding Company Capital Stock and all unexpired and unexercised vested options to acquire Company Capital Stock shall be 706,486 shares (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 to acquire Company Capital Stock. The maximum amount of cash that shall be paid pursuant to this Agreement shall be $17,500,000 ("Aggregate Cash Consideration") which shall consist of (i) amounts to be paid to optionees pursuant to Section 5.15, (ii) $4,600,000 paid to the Exchange Agent by the Company (which reflects advances paid by Parent to the Company), and (iii) amounts to be paid by Parent to the Exchange Agent. The Company acknowledges receipt of $5,000,000 from Parent, $4,600,000 of which shall be paid by the Company immediately prior to the Effective Time pursuant to the preceding sentence, upon signing the Letter of Intent (as defined below). 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 the Company Capital Stock, the following shall occur:
Maximum Shares to Be Issued. Effect on Capital Stock. The maximum number of shares of Parent Common Stock to be issued (including Parent Common Stock issued to Merger Sub and held by the Surviving Corporation for distribution upon exercise of any of the Company's options to be assumed by Parent) in exchange for the acquisition by Parent of all outstanding Company Capital Stock shall be equal to the Aggregate Parent Share Number (as defined in Section 1.6(g)(iii)). 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 Effective Time pursuant to the exercise of options, warrants or other rights 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 the Company Capital Stock, the following shall occur:
Maximum Shares to Be Issued. The maximum number of shares of Parent Common Stock to be issued in exchange for the acquisition by Parent of all outstanding Company Capital Stock (assuming no Dissenting Shares (as defined in Section 1.8 below) shall be the Aggregate Share Number (as defined in Section 1.7(g) below). 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 or warrants to acquire Company Capital Stock.
Maximum Shares to Be Issued. Effect on Capital Stock. The maximum number of shares of Parent Common Stock to be issued in exchange for the acquisition by Parent of all outstanding Membership Interests shall be the Aggregate Share Number (as defined in Section 1.6(f)(ii)). 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 Company from the date hereof to the Effective Time pursuant to the exercise of options, warrants or other rights to acquire Membership Interests. 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, Company or the holder of any Membership Interests, the following shall occur:
Maximum Shares to Be Issued. Effect on Capital Stock. The maximum number of shares of Series D Preferred Stock to be issued in exchange for the acquisition by Recruitsoft of all outstanding Xxxxx Xxxxx Capital Stock shall be equal to the Merger Consideration (as defined in Section 1.6(f)). 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, Xxxxx Xxxxx or the holder of any shares of the Xxxxx Xxxxx Capital Stock, the following shall occur:
Maximum Shares to Be Issued. In no event shall the total number of shares of Purchaser Stock to be issued pursuant to Sections 2.2(d), 3.2 and 3.3 hereof, plus any shares issued pursuant to the Registration Rights Agreement as a result of Purchaser's delay in registering the Purchaser Stock, exceed 600,000 shares.
Maximum Shares to Be Issued. Effect on Capital Stock. The maximum number of shares of Parent Common Stock to be issued (including Parent Common Stock to be reserved for issuance upon exercise of all of the Company's outstanding options) in exchange for the acquisition by Parent of all outstanding Company Capital Stock shall be equal to the Aggregate Parent Share Number (as defined in Section 1.6(h)(iii)). 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 the Company Capital Stock, the following shall occur:
Maximum Shares to Be Issued. EFFECT ON CAPITAL STOCK.
