Net Merger Price Sample Clauses

Net Merger Price. The aggregate consideration to be paid in connection with the Merger shall be paid in the form of Parent Common Stock valued, as set forth below, at Eleven Million Three Hundred Fifty Thousand Dollars ($11,350,000.00) less (i) the sum of One Hundred Seventy Six Thousand Eight Hundred Six Dollars ($176,806.00) payable by the Company to a former shareholder of the Company (the "Former Shareholder Obligation"), (ii) all amounts payable by the Company to Cross Hill Financial Group Inc. or any affiliate of Cross Hill Financial Group Inc. (formerly called Anchor Financial Group LLC) (collectively "Cross Hill"), hereinafter referred to as the "Cross Hill Obligation", (iii) the ascribed value (as set forth and described in Section 2.02(c) below) of the outstanding Company Options (hereinafter defined), which Company Options will be converted into options to purchase Parent Common Stock pursuant to the terms hereof as of the Effective Time and (iv) all amounts, if any, paid or payable by Parent, the Company, the Surviving Corporation, Securities Consultants International, LLC, a Georgia limited liability company ("SCI") and/or The Dover Group, LLC, a Georgia limited liability company ("Dover Group") pursuant to Section 7.17 hereof to redeem units in SCI and Dover Group held by persons other than the Company (the "Minority Interests"), including, without limitation, all amounts payable in respect of the Minority Interest Notes (hereinafter defined), (the "Net Merger Price"). The Net Merger Price shall be divided by the average of the closing price per share of Parent Common Stock (the "Average Price") as reported by the National Association of Securities Dealers Inc. Automated Quotation System ("NASDAQ") for the trading days in the period beginning on the date of execution of this Agreement and ending two (2) days immediately prior to the date on which the Effective Time shall occur, provided that if there shall be fewer than twenty (20) 4 11 trading days in such period, then the Average Price shall be the average of the closing price per share as quoted on NASDAQ for each of the last twenty (20) trading days ending two (2) days prior to the Effective Time, which Average Price shall be used to determine the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock shall be converted in the Merger (the "Aggregate Parent Common Stock Consideration").

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Net Merger Price. Subject to the terms of Section 2.06 below, the aggregate consideration to be paid in connection with the Merger shall be paid in the form of Parent Common Stock valued, as set forth below, at Ten Million Two Hundred Thousand Dollars ($10,200,000) (the "Gross Merger Price") less the Ascribed Value (as set forth in Section 2.02 below) of the Petra Rights (hereinafter defined) and the SARs (hereinafter defined), which Petra Rights and SARs shall be converted to rights to purchase or otherwise acquire Parent Common Stock and/or cash pursuant to the terms hereof as of the Effective Time (the "Net Merger Price"). The Net Merger Price shall be divided by the average of the closing price per share of Parent Common Stock (the "Average Price") as reported by the National Association of Securities Dealers Inc. Automated Quotation System ("NASDAQ") for the trading days in the period from the date of execution of this Agreement until the day immediately prior to the date on which the Effective Time shall occur provided that if there shall be fewer than ten (10) trading days in such period, then the Average Price shall be the average of the closing price per share as quoted on the NASDAQ for each of the last ten (10) trading days prior to the Effective Time, which Average Price shall be used to determine the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock shall be converted in the Merger (the "Aggregate Parent Common Stock Consideration").

Net Merger Price. The aggregate consideration to be paid in connection with the Merger shall be paid in the form of Parent Common Stock valued, as set forth below, at Forty-Seven Million Five Hundred Thousand Dollars ($47,500,000) less the ascribed value (as set forth in Section 2.02(d) below) of (i) the outstanding Company Options (hereinafter defined) and (ii) the Committed Options (hereinafter defined), which Company Options and Committed Options shall be converted to options to purchase Parent Common Stock pursuant to the terms hereof as of the Effective Time (the "Net Merger Price"). The Net Merger Price shall be divided by the average of the closing price per share of Parent Common Stock (the "Average Price") as reported by the National Association of Securities Dealers Inc. Automated Quotation System ("NASDAQ") for each trading day during the period commencing July 1, 1998 and ending the date hereof in order to determine, subject to Section 2.01(b) below, the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock shall be converted in the Merger (the "Aggregate Parent Common Stock Consideration") provided, however, that in the event the Average Price, as calculated pursuant to the terms hereof, is less than $37.50 then the Average Price for purposes of this Agreement shall be deemed to be $37.50, and in the event the Average Price as calculated pursuant to the terms hereof is greater than $47.50 then the

Net Merger Price. The aggregate consideration to be paid in connection with the Merger shall be paid in the form of Parent Common Stock valued, as set forth below, at Thirty-Three Million Four Hundred and Fifty Thousand Dollars ($33,450,000) less the following amounts: (i) the outstanding liquidation value, if any, as of the Effective Time, of any and all shares of outstanding preferred stock of the Company, of whatever class or series (the "Company Preferred Stock"), including, without limitation, the Series C Stock and the Series E Stock; (ii) the aggregate amount of all outstanding obligations of the Company for borrowed money as of the Effective Time (the "Borrowings"); (iii) the amount in excess of $750,000 paid or payable by the Company to the Company's financial advisors, brokers, consultants, appraisers, employees, attorneys and accountants in connection with and/or as a result of the Merger and the transactions related thereto or contemplated hereby (collectively, the "Company Merger Expenses"); and (iv) the ascribed value (as set forth in Section 2.02(d) below) of the outstanding Company Common Stock Options (hereinafter defined) and Series C Stock Options (hereinafter defined) granted to employees of the Company, which stock options shall be converted to options to purchase Parent Common Stock pursuant to the terms hereof as of the Effective Time (the "Net Merger Price"). The Net Merger Price shall be divided by the average of the closing price per share of Parent Common Stock (the "Average Price") as reported by the National Association of Securities Dealers Inc. Automated Quotation System ("NASDAQ") each trading day during the period commencing July 1, 1997 and ending the day which is two business days prior to the Effective Time in order to determine, subject to Sections 2.01(b) and (c) below, the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock, Series C Stock and Series E Stock shall be converted in the Merger (the "Aggregate Parent Common Stock Consideration").

Related to Net Merger Price

First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition 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.
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.
The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.
Recitals Merger Consideration 2.1(a) Merger Sub...................................................
Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.
The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).
Share Exchange Each of the Shareholders desires to transfer to, and the Acquiror desires to acquire from each Shareholder, that number of Shares set out beside the respective names of the Shareholders in Exhibit B for the consideration and on the terms set forth in this Agreement. The aggregate consideration for the Shares acquired by the Acquiror pursuant to this Agreement will be 20,000,000 shares of the Acquiror's Common Stock to be issued on a pro rata basis among the Shareholders based on the percentage of the Shares owned by such Shareholder as set forth in Exhibit B.
Merger Closing The Merger shall have been consummated.