Merger Consideration Shares. The shares of Parent Common Stock to be issued as the Merger Consideration under this Agreement are duly authorized and, upon issuance, will be validly issued, fully paid and nonassessable.
Merger Consideration Shares. As consideration for the Merger, the Company Shareholders collectively shall be entitled to receive from the Purchaser, in the aggregate, the Merger Consideration Shares, with each Company Shareholder receiving a percentage of the Merger Consideration Shares equal to (A) the total number of As-Converted Company Shares held by such Company Shareholder immediately prior to the Effective Time, divided by (ii) the total number of As-Converted Company Shares (excluding any Company Securities described in Section 1.8(b)) (such percentage being each such Company Shareholder’s “Pro Rata Share”); provided, that the Merger Consideration Shares are subject to the withholding of the Escrow Shares deposited in the Escrow Account in accordance with Section 1.14.
Merger Consideration Shares. Each holder of Company Common Stock shall receive, in consideration for every [ ] shares of Company Common Stock, 1 share of Parent Common Stock.
Merger Consideration Shares. Each holder of Company Common Stock shall receive, in consideration for every 273.5 shares of Company Common Stock, 1 share of Parent Common Stock. Each holder of Company Series A Preferred Stock shall receive, in consideration for every 273.5 shares of Company Series A Preferred Stock, 1 share of Parent Class A Preferred Stock. Each holder of Company Series C Preferred Stock shall receive, in consideration for every 0.14 shares of Company Series C Preferred Stock, 1 share of Parent Class B Preferred Stock. At the Effective Time (to be completed by the parties in advance of the Effective Time): Company Valuation: $[ ] Merger Consideration: $[ ] Parent Common Stock shall have a per share price of $[ ]. Parent Series A Preferred Stock shall have a per share price of $[ ]. Parent Series B Preferred Stock shall have a per share price of $[ ].
Merger Consideration Shares. All Perception Class A Ordinary Shares to be issued and delivered to the Blue Shareholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Perception Class A Ordinary Shares, fully paid and non-assessable, free and clear of all Liens imposed by New Perception, other than restrictions arising from applicable securities Laws, any applicable Ancillary Agreement, any applicable Registration Rights Agreement, and the issuance and sale of such Perception Class A Ordinary Shares under this Agreement will not be subject to or give rise to any preemptive rights or rights of first refusal.
Merger Consideration Shares. As consideration for the Merger, the Company Stockholders (including, for the avoidance of doubt, the holders of any Company Convertible Securities who converted or exercised their Company Convertible Securities into shares of Company Stock prior to the Closing) collectively shall be entitled to receive from the Purchaser, in the aggregate, 6,646,870 shares of Purchaser Common Stock, which represents 19.9% of the Purchaser Common Stock issued and outstanding immediately prior to the date of this Agreement (excluding for the avoidance of doubt any of the Purchaser’s non-vested restricted stock awards) (the “Merger Consideration” and such shares the “Merger Consideration Shares”), provided, that the Merger Consideration otherwise payable to the Company Stockholders is subject to the withholding of the Escrow Shares deposited in the Escrow Account in accordance with Section 1.17, and after the Closing is subject to reduction for the indemnification obligations of the Indemnifying Parties set forth in Article VI.
Merger Consideration Shares. At the Closing (as defined herein), Cosi shall transfer to the holders of equity interests in HoldCo, as consideration for the Merger of the transitory subsidiary of Cosi with and into HoldCo and upon conversion of their equity interests in HoldCo, 1,790,993 shares of Cosi common stock (such shares, the “Merger Consideration Shares”). The Consideration Shares shall be delivered to the holders of equity interests in proportion to their respective interests in HoldCo.
Merger Consideration Shares. For purposes of determining the number of shares of Purchaser Parent Common Stock which shall constitute the Merger Consideration Shares and the Eligible Employee Shares, whether issuable at the Effective Time to Stockholders in accordance with Section 2.6(b), or cancelable in connection with the Right of Set-Off of any indemnification claim made by the Purchaser Indemnified Parties against the Stockholders for indemnifiable Losses by means of a cancellation and reduction in the number of Merger Consideration Shares pursuant to Section 11.6(b), the value of Purchaser Parent Common Stock shall be $6.00 per share. If, on or prior to the date any shares of the Purchaser Parent’s Common Stock are issued to the Stockholders and the Eligible Employees, Purchaser Parent should split or combine the Purchaser Parent Common Stock, or pay a stock dividend or other stock distribution in Purchaser Parent Common Stock, or otherwise change the Purchaser Parent Common Stock into any other securities, or make any other dividend or distribution on the Purchaser Parent Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of Merger Consideration Shares issuable at the Effective Time will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change.
Merger Consideration Shares. Any Merger Consideration Shares to be issued pursuant to Section 2.2 upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.
Merger Consideration Shares. “Merger Consideration Shares” means such number of validly issued, fully paid and nonassessable shares of Parent Common Stock (rounded to the nearest whole share) as is equal to (i) the product of (x) the aggregate number of Post-Closing Parent Shares multiplied by (y) the Company Stockholder Percentage, less (ii) the Warrantholder Shares (if any).
