Merger Consideration; Exchange Ratio Sample Clauses

Merger Consideration; Exchange Ratio. (a) The proviso in the first sentence of Section 1.6(a) of the Merger Agreement is hereby revised in its entirety to read as follows: provided, that the maximum number of shares of 724 Solutions Common Stock to be issued in exchange for the acquisition by 724 Solutions of all outstanding shares of Ezlogin Capital Stock and all Ezlogin Convertible Securities (including, if applicable, 724 Solutions Common Stock to be reserved for issuance upon exercise of Ezlogin Options assumed by 724 Solutions), and, if applicable, the termination of all outstanding Ezlogin Options, shall be equal to One Million Ninety Five Thousand Four Hundred Twenty One (1,095,421), reduced as a result of any Dissenting Shares and shares cancelled pursuant to Section 1.6(b), and increased as a result of the issuance of any Additional Ezlogin Options or shares of Ezlogin Common Stock issuable upon the early exercise thereof in accordance with Section 4.2(e)(iv) (the "Merger Consideration").
Sample 1
AutoNDA by SimpleDocs
Merger Consideration; Exchange Ratio. As used herein, the term “
Sample 1
Merger Consideration; Exchange Ratio. Conversion ------------------------------------------------ of Capital Stock ............................................3 ---------------- Section 2.2 Fractional Shares; Adjustments...............................8 ------------------------------ Section 2.3 Exchange of Certificates.....................................8 ------------------------ Section 2.4 Net Asset Value Adjustment Procedure........................12 ------------------------------------ Section 2.5 Treatment of Stock Options. ...............................15 -------------------------- Section 2.6 Dissenting Shares...........................................15 -----------------
Sample 1

Related to Merger Consideration; Exchange Ratio

  • 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:

  • Merger Consideration Exchange Procedures Section 3.1 Merger Consideration 14 Section 3.2 Rights As Unitholders; Unit Transfers 15 Section 3.3 Exchange of Certificates 15 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Equity Awards 19

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Exchange Ratio The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

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

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Stock Consideration 3 subsidiary...................................................................53

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.