Payment of Aggregate Merger Consideration Sample Clauses

Payment of Aggregate Merger Consideration. MergerCo shall have made ----------------------------------------- the payments required by Section 1.6.
Sample 1Sample 2
AutoNDA by SimpleDocs
Payment of Aggregate Merger Consideration. The Aggregate ---------------------------------------------- Merger Consideration shall be paid or delivered as follows:
Sample 1
Payment of Aggregate Merger Consideration. Immediately prior to the Effective Time, the outstanding convertible promissory notes in the aggregate principal amount of $2,500,000 (the "Bridge Notes") shall be converted into shares of Series B-1 Preferred Stock of the Company in accordance with the provisions of the Bridge Notes and the Amended and Restated Certificate of Incorporation of the Company filed March 31, 2014, as amended by the Certificate of Amendment thereto, filed February 26, 2015 (as amended, the "Restated Certificate"). The Merger shall constitute a "Deemed Liquidation Event" as defined in ARTICLE IV, Section 2.3(b) of the Restated Certificate, and Aggregate Merger Consideration shall be distributed to the stockholders of the Company in accordance with the liquidation preferences set forth in Section 2.3(a) of the Restated Certificate. Each issued and outstanding Share (other than Dissenting Shares and assuming conversion of all outstanding Bridge Notes) shall be automatically converted into the right to receive the allocated portion of the Aggregate Merger Consideration in accordance with such liquidation preferences as set forth on Schedule 2.1(c). The Shares that are so converted into the right to receive any portion of the Aggregate Merger Consideration pursuant to this Section 2.1(c), are referred to herein as the "Merger Shares."
Sample 1
Payment of Aggregate Merger Consideration. (i) Prior to the Effective Time, Buyer shall appoint a financial or other institution reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) with respect to the payment of the Closing Purchase Price to the holders of Company Common Stock upon surrender of their Certificates. On or before the Closing, the Buyer shall deposit with the Paying Agent, for the benefit of the Shareholders, for use in the payment of the Closing Purchase Price and the Purchase Price Adjustment Final Payments (such cash being hereinafter referred to as the “Exchange Fund”). Buyer shall instruct the Paying Agent to mail as soon as reasonably practicable, but not later than five (5) days after the Effective Time, to each holder of record of a Certificate (i) a letter of transmittal (which shall provide for the appointment and indemnification of the Shareholder Representative in accordance with Section 10.1, specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and containing an IRS Back-Up Withholding Form W-9 and shall be in such form and have such other provisions as the Buyer may reasonably specify and as approved by the Company (which approval shall not be unreasonably withheld)) (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Closing Purchase Price and the Purchase Price Adjustment Final Payment. Any portion of the Exchange Fund that remains undistributed to the holders of the Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Buyer, upon demand, and any holder of the Company Common Stock who has not theretofore complied with this Section 2.7(g) shall thereafter look only to the Buyer for payment.
Sample 1
Payment of Aggregate Merger Consideration. (a) The aggregate consideration to be paid by Parent in the Merger (the "Aggregate Merger Consideration") will consist of the following: ------------------------------
Sample 1
Payment of Aggregate Merger Consideration. (i) At the Effective Time, each holder of Company Common Stock outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 2.7(f) and those shares as to which dissenters’ rights have been perfected under the VSCA), subject to (A) the delivery of a Shareholder Release Agreement, (B) surrender of his or her Certificate or other instrument representing his or her shares of Company Common Stock, and (C) to the terms of this Section 2.7, shall by virtue of the Merger be entitled to receive, and the Buyer shall pay or cause to be paid to or on behalf of such holder, an amount equal to his or her Pro Rata Interest of the Closing Purchase Price as set forth on the Certificate of Share Ownership to be delivered by the Company to Buyer at Closing.
Sample 1
Payment of Aggregate Merger Consideration. Buyer shall have deposited (a) the Payment Fund with the Paying Agent and (b) the Escrow Amount with the Escrow Agent.
Sample 1
AutoNDA by SimpleDocs
Payment of Aggregate Merger Consideration. At or immediately prior to the Effective Time, the Parent will, or will cause the Acquirer to, deliver, out of the Enterprise Value, an amount equal to (i) the amount of the Enterprise Value, less (ii) the amount of the Transaction Expenses, less (iii) the amount of the Indebtedness of the Company outstanding on the Closing Date (other than any Indebtedness incurred by the Company to pay the Aggregate Option Consideration), less (iv) the Escrow Amount, less (v) the Aggregate Option Consideration (such net amount, the "Aggregate Merger Consideration") to the Paying Agent, which amount shall be used by the Paying Agent to make payments as contemplated by the Exchange and Paying Agent Agreement to the Stockholders. At or immediately prior to the Effective Time, the Parent will, or will cause the Acquirer, out of the Enterprise Value, to deliver the Escrow Amount to the Escrow Agent for deposit in escrow in accordance with the terms of the Escrow Agreement. Upon receipt by the Paying Agent of the Aggregate Merger Consideration, and upon receipt by the Escrow Agent of the Escrow Amount, the Parent and the Acquirer shall not be liable to any party (including any Company Stockholder) for payment of any portion of the Aggregate Merger Consideration or the Escrow Amount.
Sample 1
Payment of Aggregate Merger Consideration 
Sample 1

Related to Payment of Aggregate Merger Consideration

  • 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:

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Transaction Consideration The Transaction Consideration;

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

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

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