Merger Consideration; Conversion of Company Stock Sample Clauses

Merger Consideration; Conversion of Company Stock. (a) Prior to the Closing, the Founder shall have contributed to the Company, for no consideration to the Founder, the number of shares of Company Common Stock equal to the sum of (i) the aggregate amount of shares of Company Common Stock received by New Stockholders during the Pre-Closing Period (the “New Stockholder Contribution Shares”) and (ii) the SAR Contribution Shares (the New Stockholder Contribution Shares together with the SAR Contribution Shares, the “Contribution Shares”). The Founder shall contribute (x) the New Stockholder Contribution Shares at the time a Person becomes a New Stockholder for purposes of this Agreement, as applicable, and (y) the SAR Contribution Shares immediately prior to the Closing following the release of such shares from the Existing Escrow Agreement.
Sample 1
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Merger Consideration; Conversion of Company Stock. (i) The aggregate merger consideration to be paid by Parent at the Closing in respect of all of the shares of Company Stock shall be (A) Fifteen Million Dollars ($15,000,000), less the Escrow Fund (the “Cash Consideration”) and (B) a number of shares of Parent Common Stock with a value of Five Million Dollars ($5,000,000), based on the Stock Consideration Parent Common Stock Price (the “Stock Consideration,” and together with the Cash Consideration, the “Purchase Price”), subject to the following sentence and to adjustment pursuant to Section 2.03 hereof. Notwithstanding the foregoing, Parent may increase the amount of the Cash Consideration by reducing the Stock Consideration by a corresponding amount, up to, and including, the full amount of the Stock Consideration.
Sample 1

Related to Merger Consideration; Conversion of Company Stock

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • 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:

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

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