Merger Consideration; Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company or their respective stockholders, each share of the Company’s common stock (“ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time shall be converted into, and shall represent the right to receive such number of shares of Parent Common Stock (as defined in Section 3.6)(such aggregate number of shares, the “ Merger Consideration ”) equaling 86% of the issued and outstanding shares of Parent Common Stock, computed on a fully diluted basis, taking into account any outstanding warrants, options or other rights with regard to Parent Common Stock. The Merger Consideration shall be allocated and distributed as set forth on Schedule 1.
Merger Consideration; Conversion of Capital Stock. 2.6.1 The aggregate consideration to be paid by Buyer and Merger Sub to the Stockholders for their shares of Company Capital Stock (the “Merger Consideration”) shall consist of: (a) 9,101,084 shares of Buyer Common Shares, which number equals 19.999% of Buyer’s outstanding common stock minus 1% of such stock or 91,930 Buyer Common Shares; plus (b) cash in an amount equal to 91,930 shares of Buyer Common Stock multiplied by the Closing Price (the “Cash Consideration”); less (c) the Closing Date Retention Bonus Amount (as defined below); less (d) the number and amount of Buyer Common Shares and Cash Consideration that together equal the amount of any Indebtedness not paid by the Company prior to Closing, including any amounts outstanding under the Note and Security Agreement; less (e) the number and amount of Buyer Common Shares and Cash Consideration that together equals the Transaction Expenses in excess of $1,002,000 (plus an additional $50,000) in the aggregate; less (f) any portion of the Escrow Amount remitted by the Escrow Agent to Buyer pursuant to the Escrow Agreement; less (g) Twenty Five Thousand Dollars ($25,000) for costs and expenses of the Stockholder Representative; less (h) the number and amount of Buyer Common Shares and Cash Consideration that together equal the quotient of (x) the dollar value, if any, by which the Final Closing Working Capital is less than the Target Working Capital Amount divided by (y) the Closing Price, provided, however, that if such amount is less than $25,000, then the reduction in this subclause (h) will be equal to zero; and plus (i) any amounts payable to the Stockholders pursuant to Section 2.11; provided, however, that there shall not be any duplication in any of the foregoing reductions.
Merger Consideration; Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of FindWhat, Subcorp or Miva or their respective stockholders, each share of Miva Capital Stock issued and outstanding immediately prior to the Effective Time (exclusive of Dissenting Shares) shall be converted into, and shall represent the right to receive, that portion of the aggregate amount of $5,462,000 (such aggregate amount, as adjusted pursuant to Section 2.6 if applicable, the "Merger Consideration"), as such share is entitled, with one-half of such Merger Consideration payable in cash (such aggregate amount, the "Cash Consideration"), and one-half of such Merger Consideration payable in FindWhat Common Shares (such aggregate amount, the "Stock Consideration"); provided, however, that the aggregate Stock Consideration shall not be lower than 94,310 shares of FindWhat Common Shares (if FindWhat's trailing thirty day average as reported on the NASDAQ National Market for the 30 trading days ending three days prior to the Closing Date is greater than $28.96) or greater than 182,333 shares of FindWhat Common Shares (if FindWhat's trailing thirty day average as reported on the NASDAQ National Market for the 30 trading days ending three days prior to the Closing Date is less than $14.98).
Merger Consideration; Conversion of Capital Stock. The Merger Consideration shall equal Two Million Two Hundred Thousand Dollars ($2,200,000) consisting of: (a) an aggregate number of Buyer Common Shares equal to $1,200,000 divided by the Closing Shares Price; (b) $500,000 in cash (the "Cash Payment"); (c) promissory notes in an aggregate principal amount of $500,000 (each, a "Note", and collectively, the "Notes") in the form attached hereto as Exhibit 2.6; and (d) the right to receive the Deferred Merger Consideration, computed as set forth in Section 2.9; provided, however, that the Merger Consideration is subject to adjustment as provided in Section 2.8. The items listed in this Section 2.6 (without adjustment as provided in Section 2.8.7 and excluding the Deferred Merger Consideration) are herein sometimes referred to as the Closing Date Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of Company Common Stock or capital stock of Merger Sub: 2.6.1
Merger Consideration; Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Patriot, Subcorp, or Crossflo or their respective stockholders, each share of Crossflo Capital Stock issued and outstanding immediately prior to the Effective Time (exclusive of Dissenting Shares) shall be converted into, and shall represent the right to receive, that portion of the Merger Consideration (as that term is defined below) to which such share is entitled. The Merger Consideration shall consist of the sum of the Initial Cash Consideration (as defined below) and the Initial Stock Consideration (as defined below) less (i) payments made by Buyer to holders of Crossflo’s Secured Convertible Debt (including Buyer) at or before Closing, (ii) the amount of any payment made by Crossflo or by Buyer on behalf of Crossflo to any broker, finder, underwriter, or investment banker related to the transaction described in this Agreement, and (iii) the Estimated Transaction Expenses as described in Section 9.10. The Initial Cash Consideration shall consist of $2,600,000. The initial Stock Consideration shall consist of $7,400,000 in Patriot Common Stock, the value of which shall be based on the average closing price of Patriot Common Stock on The Electronic Bulletin Board as reported by NASDAQ over the ten trading days immediately preceding the Closing.
Merger Consideration; Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SYS, Subcorp or Logic or their respective stockholders, each share of Logic Capital Stock issued and outstanding immediately prior to the Effective Time shall be converted into, and shall represent the right to receive, that portion of the aggregate amount of $4,000,000 (such aggregate amount, the “Merger Consideration”), to which such share is entitled, with $2,000,000 payable in cash (the “Cash Consideration”), and $2,000,000, payable in the form of shares of restricted SYS Common Stock (valued at $4.49 per share, which is the average closing price of SYS Common Stock on the American Stock Exchange over the thirty (30) trading days immediately preceding and including November 4, 2005 (the “Stock Consideration”). $400,000 of the Merger Consideration shall be paid to Xyratex International, Inc. to secure the Release described in Section 6.3.11 of this Agreement. The balance of the Merger Consideration shall be paid and allocated and distributed among the Stockholders as set forth on Schedule 2.1.
Merger Consideration; Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, the Merger Sub, the Company or holders of any of the following securities:
Merger Consideration; Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SYS, Subcorp or Polexis or their respective stockholders, each share of Polexis Capital Stock issued and outstanding immediately prior to the Effective Time shall in accordance with Section 2.1(a) be converted into, and shall represent the right to receive, that portion of the aggregate amount of $5,236,000 (such aggregate amount, the "Merger Consideration"), as such share is entitled, with $2,586,000, payable in cash (the "Cash Consideration"), and $2,650,000, payable in the form of fifty-three (53) $50,000 SYS Units, with each Unit consisting of 12,690 shares of restricted SYS Common Stock (valued at $1.97 per share) and a $25,000 convertible promissory note ("Convertible Promissory Note") substantially in the form of Exhibit A hereto (such aggregate amount, the "Stock Consideration"). The Convertible Promissory Note shall be subject to a subordination agreement satisfactory in form and substance to SYS' principal lender, provided that such form of subordination agreement must also have received the reasonable approval of a majority of the Polexis Principal Common Stockholders.
Merger Consideration; Conversion of Capital Stock. The Merger Consideration shall consist of: (a) 442,078 Buyer Common Shares; (b) $360,000 in cash (the "Cash Payment"); (c) promissory notes in an aggregate principal amount of $493,934 (each, a "Note", and collectively, the "Notes") in the form attached hereto as Exhibit 2.6; and (d) the right to receive the Deferred Merger Consideration, computed as set forth in Section 2.9; provided, however; that the Merger Consideration is subject to retroactive adjustment as provided in Section 2.8. The items listed in Sections 2.6 (a) through (c) (without adjustment as provided in Section 2.8) are herein sometimes referred to as the Closing Date Merger Consideration. As of the First Merger Effective Time, by virtue of the First Merger and without any action on the part of the holder of any shares of Company Common Stock or capital stock of Merger Sub:
Merger Consideration; Conversion of Capital Stock
