Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 80 contracts
Samples: Securities Purchase Agreement (Blue Ridge Bankshares, Inc.), Securities Purchase Agreement (Blue Ridge Bankshares, Inc.), Assumption Agreement (2seventy Bio, Inc.)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as reasonably determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 26 contracts
Samples: Subscription Agreement, Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of DirectorsCompany Board; provided, however, that such fair value as determined by the Company Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Company Board of Directors authorizes the offering of such securities.
Appears in 16 contracts
Samples: Investment Agreement, Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Cornerstone Investment Agreement (General Growth Properties, Inc.)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of DirectorsDirectors of THHC (the “Board”); provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 10 contracts
Samples: Shareholder Agreement (Pershing Square Capital Management, L.P.), Stock Purchase Agreement (Howard Hughes Corp), Cornerstone Investment Agreement (Howard Hughes Corp)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board of Directors; provided, however, that such fair value as reasonably determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board board of Directorsdirectors; provided, however, that such fair value as determined by the Board board of Directors directors shall not exceed the aggregate market price of the securities being offered as of the date the Board board of Directors directors authorizes the offering of such securities.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Southern States Bancshares, Inc.), Side Letter Agreement (Castle Creek Capital Partners VI, LP), Stock Purchase Agreement (Riverview Financial Corp)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Summit Financial Group Inc), Securities Purchase Agreement (MBT Financial Corp), Securities Purchase Agreement (MBT Financial Corp)
Non-Cash Consideration. In the case of the offering of securities New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities New Securities being offered as of the date the Board of Directors authorizes the offering of such securitiesNew Securities Offering.
Appears in 3 contracts
Samples: Investor's Rights Agreement (LINKBANCORP, Inc.), Investor's Rights Agreement (LINKBANCORP, Inc.), Investor's Rights Agreement (LINKBANCORP, Inc.)
Non-Cash Consideration. In the case of the offering of securities New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of DirectorsDirectors in good faith; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Danaher Corp /De/), Stock Purchase Agreement (Align Technology Inc)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 2 contracts
Samples: Investment Agreement (Castle Creek Capital Partners VIII, LP), Letter Agreement (Third Coast Bancshares, Inc.)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of DirectorsBoard; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 2 contracts
Samples: Shareholder Agreement (Dynasty Financial Partners Inc.), Securities Purchase Agreement (North Valley Bancorp)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined reasonably and in good faith by the Board of Directors; provided, however, that such fair value as determined reasonably and in good faith by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 2 contracts
Samples: Exchange Agreement (Citigroup Inc), Share Exchange Agreement (Citigroup Inc)
Non-Cash Consideration. In the case of the offering of securities New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities New Securities being offered as of the date the Board of Directors authorizes the offering of such securitiesNew Securities.
Appears in 1 contract
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Corporation’s Board of DirectorsDirectors in its reasonable good faith judgment; provided, however, that such fair value as determined by the Corporation’s Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Corporation’s Board of Directors authorizes the offering of such securities.
Appears in 1 contract
Samples: Investment Agreement (BNC Bancorp)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed {Clients/1482/00200660.DOC/4 } 20 the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Four Oaks Fincorp Inc)
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 1 contract
Non-Cash Consideration. In the case of the offering of securities New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board of DirectorsBoard; provided, however, that such fair value as reasonably determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 1 contract
Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of DirectorsDirectors of the Company; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.
Appears in 1 contract
