Merger Consideration; Effect on Company Capital Stock Sample Clauses

Merger Consideration; Effect on Company Capital Stock. Treatment of Company Options and Company Common Stock Warrants. (a)Merger Consideration. (i)The “Merger Consideration” will consist of (1) $35,000,000 plus (2) the Adjustment Amount plus (3) the Company Cash (including the cash proceeds held by the Company resulting from the exercise prior to the Closing of any Company Options and Company Common Stock Warrants) as of the open of business on the Closing Date minus (4) the total amount of Specified Transaction Expenses minus (5) the Company Debt as of the open of business on the Closing Date (except to the extent that Company Debt is included in the calculation of the Company’s Net Working Capital) minus (6) the Company Change in Control Payments due at Closing minus (7) the Russian Purchase Price minus (8) the Russian Signing Bonuses. (ii)The “Escrow Fund” will consist of (i) the Indemnity Portion, (ii) the Adjustment Portion and (iii) the Shareholders’ Agent Expense Portion; which will all be withheld from the Merger Consideration and deposited with Wilmington Trust, N.A. (the “Escrow Agent”). The Escrow Fund will be held and distributed as provided in the Escrow Agreement and as described in this Agreement. (b)
Sample 1
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Merger Consideration; Effect on Company Capital Stock. The aggregate merger consideration (the "Merger Consideration") shall consist of: (a) One Million Dollars ($1,000,000) cash (the "Cash Merger Consideration"); (b) Parent's non-negotiable promissory notes (each, a "Note"), one to each Stockholder pro rata in accordance with their respective share ownership of the Company immediately before the Effective Time (such proportionate shares, the "Stockholder Ownership Percentages"), in an aggregate in a principal amount equal to One Million Four Hundred Thousand Dollars ($1,400,000) plus the amount by which the Final Qualified Net Working Capital exceeds negative One Hundred Thousand Dollars (-$100,000) (or, if the Final Qualified Net Working Capital is less than negative One Hundred Thousand Dollars, then such principal amount shall be equal to One Million Five Hundred Thousand Dollars ($1,500,000) reduced by the Final Qualified Net Working Capital). Each Note shall be in substantially the form of Exhibit B hereto, shall be dated as of the Closing Date but shall be issued in accordance with Section 2.3(e), shall bear interest from the Closing Date at the Prime Rate plus 1.25%, and shall be payable as follows: (i) a payment of accrued but unpaid interest on the first anniversary of the Closing Date; and (ii) subsequent annual payments of principal and accrued but unpaid interest on each of the next four anniversaries of the Closing Date, with the amount of each such payments of principal and interest equaling the sum of (A) the accrued but unpaid interest as of such payment date plus (B)(I) the total amount of principal then outstanding divided by (II) the number of payments of principal then remaining to be paid (such that the portion of the outstanding principal due on each such anniversary would be equal, unless the principal has been prepaid, set off or otherwise reduced, in which case the payments remaining after any such reduction would be equal); and (c) Five Hundred Fifty Thousand (550,000) shares of Parent's common stock, par value $0.01 per share ("Parent Shares"), of which One Hundred Eighty Thousand (180,000) of the Parent Shares shall be the Escrow Shares. 2.2
Sample 1
Merger Consideration; Effect on Company Capital Stock. (a) The aggregate merger consideration (the “Merger Consideration”) shall be an amount equal to 2,287,582 shares of the Common Stock of Parent, par value $.00025 per share (the “Stock Merger Consideration”), with an average closing price per share over the last thirty (30) trading days ending and including March 19, 2008 of $7.42 (the “Average Price”), plus $7,000,000 in cash (the “Cash Merger Consideration”).
Sample 1
Merger Consideration; Effect on Company Capital Stock. (a) Subject to Sections 1.9 and 1.10 below, the aggregate consideration to be paid by Parent and Merger Sub in the Merger (the “Base Merger Consideration”) to the Stockholders and the Option Holders shall be an amount in cash equal to $122,600,000. The Base Merger Consideration, increased or decreased on account of the adjustments set forth in Section 1.10, is referred to as the “Merger Consideration.” The Merger Consideration less the Escrow Amount (as defined below) is hereinafter referred to as the “Initial Merger Consideration.” The Escrow Amount, as such amount may be reduced through distributions in accordance with the Escrow Agreement is referred to in this Agreement as the “Subsequent Merger Consideration.”
Sample 1
Merger Consideration; Effect on Company Capital Stock. 3 2.2. Dissenting Shares. 6
Sample 1
Merger Consideration; Effect on Company Capital Stock. The consideration payable by virtue of the Merger to the holders of shares of the Company’s Capital Stock shall consist of the following:
Sample 1
Merger Consideration; Effect on Company Capital Stock. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Stockholders, the following shall occur (the aggregate Parent ADSs and cash payable in the Merger in exchange for Company Capital Stock is referred to in this Agreement as the “Merger Consideration”):
Sample 1
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Related to Merger Consideration; Effect on Company Capital Stock

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub:

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • 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:

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

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

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