Common use of Merger Consideration Conversion of Securities Clause in Contracts

Merger Consideration Conversion of Securities. (a) Merger Consideration. The “Aggregate Merger Consideration” payable by Parent upon the Closing shall consist of the following: (i) 17,177,066 shares of Parent Common Stock, (ii) Parent Options to purchase 5,942,078 shares of Parent Common Stock (on identical exercise terms as the Company Options being exchanged), and (iii) Parent Warrants to purchase up to 9,883,233 shares of Parent Common Stock (on identical exercise terms as the Company Warrants being exchanged). The Aggregate Merger Consideration for the shareholders of the Company as of the Effective Time (collectively, the “Shareholders”) and for each optionee and warrant holder of the Company is set forth on Schedule 1.5(a).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Quantumsphere, Inc.), Agreement and Plan of Merger (Quantumsphere, Inc.), Merger Agreement (Quantumsphere, Inc.)

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Merger Consideration Conversion of Securities. (a) Merger Consideration. The “Aggregate Merger Consideration” payable by Parent upon the Closing shall consist of the following: (i) 17,177,066 up to 17,590,489 shares of Parent Common Stock, (ii) Parent Options to purchase 5,942,078 5,380,345 shares of Parent Common Stock (on identical exercise terms as the Company Options being exchanged), and (iii) Parent Warrants to purchase up to 9,883,233 9,745,668 shares of Parent Common Stock (on identical exercise terms as the Company Warrants being exchanged); and (ii) the sum of Fifty Thousand Dollars ($50,000.00). The Aggregate Merger Consideration for the shareholders of the Company as of the Effective Time (collectively, the “Shareholders”) and for each optionee and warrant holder of the Company is set forth on Schedule 1.5(a).

Appears in 2 contracts

Samples: Merger Agreement (Quantumsphere, Inc.), Merger Agreement (Quantumsphere, Inc.)

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Merger Consideration Conversion of Securities. (a) Merger Consideration. The “Aggregate Merger Consideration” payable by Parent upon the Closing shall consist of the following: (i) 17,177,066 up to 17,590,489 shares of Parent Common Stock, (ii) Parent Options to purchase 5,942,078 5,380,345 shares of Parent Common Stock (on identical exercise terms as the Company Options being exchanged), and (iii) Parent Warrants to purchase up to 9,883,233 9,745,668 shares of Parent Common Stock (on identical exercise terms as the Company Warrants being exchanged); and (ii) the sum of Fifty Thousand Dollars ($50,000.00). The Aggregate Merger Consideration for the shareholders of the Company as of the Effective Time (collectively, the “Shareholders”) and for each optionee and warrant holder of the Company is set forth on Schedule 1.5(a).

Appears in 1 contract

Samples: Merger Agreement (Way Cool Imports Inc)

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