Merger Fee Sample Clauses

Merger Fee. Careertek shall pay Careertek Acquisition a merger fee of $37,500 for this transaction. It is payable $22,500 upon any agreement, formal or informal, written or oral, to proceed with the transaction and $15,000 after the surviving company's securities are qualified for quotation on the over the counter bulletin board. As Careertek Acquisition goes through the due diligence and filing process, facts and circumstances not known to it when it started the process leading to closing the merger may come to light that make proceeding with the transaction inadvisable in the opinion of Careertek Acquisition. If this occurs or if Careertek cancels the agreement after paying the first installment, all fees previously received by Careertek Acquisition will be retained.
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Merger Fee. PC Universe shall pay First Irving a merger fee of $75,000 for this transaction. It is payable $25,000 upon any agreement, formal or informal, written or oral, to proceed with the transaction, $25,000 when the registration statement is filed and $25,000 immediately prior to the date the registration statement is declared effective. As First Irving goes through the due diligence and filing process, facts and circumstances not known to it when it started the process leading to closing the merger may come to light that make proceeding with the transaction inadvisable in the opinion of First Irving. If this occurs or if PC Universe cancels the agreement after paying the first installment, all fees previously received by First Irving will be retained.
Sample 1
Merger Fee. As to Services provided by Advisor related to the introduction of Business Opportunities which results in a Merger Transaction or which the Company acquires or otherwise obtain an equity interest or interest as a creditor, the Company agrees to pay Advisor a transaction fee (the "Merger Fee"). The Merger Fee shall be equal to ten percent (10%) of the asset value or investment made in the Company (including assumed debt) in such Business Opportunity as a result of Advisor's introduction or efforts. One third (1/3) of the Merger Fee shall be due and payable upon completion of the definitive agreements related to each transaction, and the balance shall be issued upon closing;
Sample 1
Merger Fee. As consideration payable to the Advisors with respect to the services provided by the Advisors in connection with the acquisition of the capital stock of Aeroflex on the date hereof and the financing related thereto, which services included, but were not limited to, financial advisory services and corporate structure review (the "Initial Services"), the Companies shall pay to the Advisors a transaction fee (the "Merger Fee") in an aggregate amount equal to $22,000,000, earned and payable on the date hereof, which Merger Fee shall be apportioned among the Advisors as follows: (i) to Veritas, $10,175,000, (ii) to Golden Gate, $5,912,500 and (iii) to Goldman, $5,912,500.
Sample 1
Merger Fee. In addition to the payment of the Outstanding Legal Fees, the Company shall pay to K&M $120,000 for all legal work in connection with the Loan, the Merger and the related proxy statement (but not any private placement financing or other transaction), $40,000 of which shall be payable simultaneously with the receipt by the Company of each Installment. These payments will not be applied to or reduce the amount of the Outstanding Legal Fees.
Sample 1
Merger Fee. As consideration for the services provided by Advisor in connection with the Merger and the financing related thereto (which services included, but were not limited to, structural analysis, due diligence investigations, corporate strategy, financial advisory services and corporate structure review) (the “Initial Services”), Parent shall pay in cash to Advisor a transaction fee (the “Merger Fee”) in an aggregate amount equal to $9,000,000, earned and payable on the date hereof concurrently with the Closing.
Sample 1
Merger Fee. Xfone shall pay Adar Two a merger fee of $135,000 for this transaction. It is payable $10,000 upon any agreement, formal or informal, written or oral, to proceed with the transaction, $35,000 upon return of the questionnaire, $40,000 when the registration statement is filed and $40,000 immediately prior to the date the registration statement is declared effective. In addition, shareholders of Adar Two may retain 4% of the issued and outstanding stock of the surviving company at the closing of the merger and thereafter. As Adar Two goes through the due diligence and filing process, facts and circumstances not known to it when it started the process leading to closing the merger may come to light that make proceeding with the transaction inadvisable in the opinion of Adar Two. If this occurs or if Xfone cancels the agreement after paying the first installment, all fees previously received by Adar Two will be retained.
Sample 1
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Merger Fee. Yi Wan Group shall pay Brilliant Sun a merger fee of $45,000 for this transaction. It is payable $15,000 upon any agreement, formal or informal, written or oral, to proceed with the transaction, $15,000 when the registration statement is filed and $15,000 immediately prior to the date the registration statement is declared effective. As Brilliant Sun goes through the due diligence and filing process, facts and circumstances not known to it when it started the process leading to closing the merger may come to light that make proceeding with the transaction inadvisable in the opinion of Brilliant Sun. If this occurs or if Yi Wan Group cancels the agreement after paying the first installment, all fees previously received by Brilliant Sun will be retained.
Sample 1
Merger Fee. On-Line shall pay NetConnect Systems a merger fee of $56,250 for this transaction. As NetConnect Systems goes through the due diligence and filing process, facts and circumstances not known to it when it started the process leading to closing the merger may come to light that make proceeding with the transaction inadvisable in the opinion of NetConnect Systems. If this occurs or if On-Line cancels the agreement after paying the first installment, all fees previously received by NetConnect Systems will be retained.
Sample 1

Related to Merger Fee

  • 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:

  • Payment of Merger Consideration (a) As soon as reasonably practicable after the Effective Time, the Surviving Entity (or its successor in interest) shall deliver to each holder of SPE LLC Interests whose SPE LLC Interests have been converted into the right to receive the Merger Consideration pursuant to Section 1.05(b) hereof, the Merger Consideration payable to such holder in the amounts and form provided in Section 1.05(b) hereof. The issuance of the OP Units and admission of the recipients thereof as limited partners of the Operating Partnership pursuant to Section 1.05(b) shall be evidenced by an amendment to Exhibit A of the Operating Partnership Agreement, and the Operating Partnership shall deliver, or cause to be delivered, an executed copy of such amendment to each Pre-Formation Participant receiving OP Units hereunder. Each certificate representing REIT Shares issuable as Merger Consideration shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE CORPORATION AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF % (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF % OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

  • Merger, etc If at any time after the date hereof there shall be a merger or consolidation of the Company with or into or a transfer of all or substantially all of the assets of the Company to another entity, then the Holder shall be entitled to receive upon or after such transfer, merger or consolidation becoming effective, and upon payment of the Exercise Price then in effect, the number of shares or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant been exercised just prior to such transfer, merger or consolidation becoming effective or to the applicable record date thereof, as the case may be. The Company will not merge or consolidate with or into any other corporation, or sell or otherwise transfer its property, assets and business substantially as an entirety to another corporation, unless the corporation resulting from such merger or consolidation (if not the Company), or such transferee corporation, as the case may be, shall expressly assume in writing the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.

  • 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.

  • Acquisition Fee Subject to Section 12(b), the Company shall pay an Acquisition Fee to the Advisor or its assigns as compensation for services rendered in connection with the investigation, selection and acquisition (by purchase, investment or exchange) of each Investment. If the Advisor is terminated without Cause pursuant to Section 18(b)(1), the Advisor or its assigns shall be entitled to an Acquisition Fee for any Investments acquired after the Termination Date for which a contract to acquire the applicable Investment had been entered into at or prior to the Termination Date. The total Acquisition Fee payable to the Advisor or its assigns shall be equal to 1.5% of (1) the Contract Purchase Price of each Investment and (2) the amount advanced for a Loan or other investment. The purchase price allocable for an Investment held through a Joint Venture shall equal the product of (i) the Contract Purchase Price of the Investment, multiplied by (ii) the direct or indirect ownership percentage in the Joint Venture held directly or indirectly by the Company or the Operating Partnership. For purposes of this Section 11(a), “ownership percentage” shall be the percentage of capital stock, membership interests, partnership interests or other equity interests owned directly or indirectly by the Company or the Operating Partnership, without regard to classification of such equity interests. The Company shall pay any Acquisition Fee due hereunder promptly upon the closing of the Investment. In addition, if during the period ending two years after the close of the initial Primary Offering, the Company sells an Investment and then reinvests the net proceeds in a new Investment(s), the Company shall pay to the Advisor or its assigns 1.0% of the Contract Purchase Price of the new Investment(s).

  • Transaction Fee In connection with the creation or redemption of Creation Units, the Transfer Agent shall charge, and the Participant agrees to pay to the Transfer Agent, the Transaction Fee prescribed in the Prospectus and such additional amounts as may be prescribed pursuant to the Prospectus. Such Transaction Fee and additional amounts, if any, shall be included in the calculation of the Cash Component or Cash Redemption Amount payable or to be received, as the case may be, by the Participant in connection with the creation or redemption order.

  • Deposit of Merger Consideration At or promptly following the Effective Time, Xxxxxxx shall deposit, or shall cause to be deposited, with Computershare, Xxxxxxx’ transfer agent (the “Exchange Agent”), for the benefit of the holders of record of shares of Southwest Common Stock issued and outstanding immediately prior to the Effective Time (the “Holders”), for exchange in accordance with this ARTICLE 3, (i) certificates or evidence of Xxxxxxx Common Stock in book-entry form issuable pursuant to Section 2.1(c) (collectively referred to as “Xxxxxxx Certificates”) for shares of Xxxxxxx Common Stock equal to the aggregate Stock Consideration and (ii) immediately available funds equal to the aggregate Cash Consideration (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.6 (collectively, the “Exchange Fund”) and Xxxxxxx shall instruct the Exchange Agent to timely pay the Merger Consideration and cash in lieu of fractional shares, in accordance with this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Xxxxxxx or the Surviving Corporation. Interest and other income on the Exchange Fund shall be the sole and exclusive property of Xxxxxxx and the Surviving Corporation and shall be paid to Xxxxxxx or the Surviving Corporation, as Xxxxxxx directs. No investment of the Exchange Fund shall relieve Xxxxxxx, the Surviving Corporation or the Exchange Agent from making the payments required by this ARTICLE 3 and following any losses from any such investment, Xxxxxxx shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy Xxxxxxx’ obligations hereunder for the benefit of the Holders, which additional funds will be deemed to be part of the Exchange Fund.

  • Unclaimed Merger Consideration Any portion of the Merger Consideration delivered to the Exchange Agent by SCB pursuant to Section 3.02(b) that remains unclaimed by the former shareholders of CBC for twelve (12) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving Corporation. Any former shareholders of CBC who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation for the consideration deliverable in respect of each share of CBC Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB Common Stock would otherwise escheat to any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of the Surviving Corporation (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Laws. SCB and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry Share, SCB and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • 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.

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