Preferred Stock Consideration Sample Clauses

Preferred Stock Consideration. At Closing, the Buying Parties shall issue and deliver to the Sellers 500,000 shares of Preferred Stock (the “Preferred Stock Consideration”), which may be represented by one or more certificates, or the extent not in certificate form, such transfer of Preferred Stock Consideration to be evidenced in book-entry form, at the Buying Parties’ election, which are convertible, subject to Section 2.2.1 of this Agreement, into 65,000,000 shares of Common Stock of the Parent in the aggregate.
Sample 1
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Preferred Stock Consideration. Subject to Article VII, the Merger Consideration shall first be distributed to the holders of shares of Series E Preferred Stock and Series E-1 Preferred Stock of the Company issued and outstanding immediately prior to the Effective Time, prior and in preference to any distribution of any portion the Merger Consideration to the holders of Company Common Stock or any other series of Company Preferred Stock, in an amount equal to $2.983 for each share of Series E Preferred Stock or Series E-1 Preferred Stock held by such holders, provided, however, that if the Merger Consideration is insufficient to permit the full payment of such cash consideration, the Merger Consideration shall be distributed to the holders of Series E Preferred Stock and Series E-1 Preferred Stock in proportion to the respective amounts which would be received by them if their respective per-share amounts set forth above were paid in full. Then, subject to Article VII, the remaining portion of the Merger Consideration, if any, shall be distributed to the holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the Company (collectively, the “Junior Preferred Stock”) issued and outstanding immediately prior to the Effective Time, prior and in preference to any delivery of any portion of the Merger Consideration to the holders of Subordinate Junior Preferred Stock (as defined below) and Company Common Stock, in an amount equal to $0.50, $2.20, $5.00 and $7.17, respectively, for each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock held by such holder; provided, however, that if such remaining Merger Consideration is insufficient to permit the full payment of such cash consideration, such remaining Merger Consideration shall be distributed to the holders of Junior Preferred Stock in proportion to the respective amounts which would be received by them pursuant to this sentence if their respective per-share amounts set forth above were paid in full.
Sample 1
Preferred Stock Consideration. Each holder of record of RBI Preferred Stock immediately prior to the Closing Date will receive in the Merger cash equal to $2.00 in exchange for each such share. An aggregate of $1,016,876.00 will be issued to the holders of the RBI Preferred Stock (the “Preferred Consideration”). The Preferred Consideration will be paid at the Closing or as soon as practicable after the Effective Time upon surrender of the certificates representing the RBI Preferred Stock in the manner directed by OLB as communicated by or on behalf of OLB to the holders thereof. Until so surrendered, each certificate representing the RBI Preferred Stock will be deemed for all purposes after the Effective Time to represent and evidence solely the right to receive the applicable amount of the Preferred Consideration to be paid therefor pursuant to this Agreement. Except as required by Law, no interest shall be payable with respect to the Preferred Consideration. The Aggregate Consideration and the Preferred Consideration shall comprise the total consideration to be paid in the Merger and is referred to herein as the “Total Consideration.”
Sample 1
Preferred Stock Consideration. Following the Debt Payment and the Warrant Exchange, but prior and in preference to any delivery of Buyer Common Stock pursuant to Section 1.5(d)(ii), the holders of Series A Preferred Shares and Series B Preferred Shares will be entitled to receive the following; provided that, if the amount equal to the product of (A) the remaining Closing Shares multiplied by (B) the Trading Price, is insufficient to permit the holders of the Preferred Shares to receive the Preferred Stock Consideration (as defined below), then holders of Series A Preferred Shares and Series B Preferred Shares will be entitled to their pro rata share of the Buyer Common Stock available in proportion to the respective amounts which would be received by them if the respective amounts were paid in full:
Sample 1
Preferred Stock Consideration. The Preferred Stock Consideration when issued, and the Parent Common Stock issuable upon conversion of the Preferred Stock Consideration, will be duly authorized, fully paid and non-assessable, and not subject to any preemptive rights, and free and clear of any Security Interests or other encumbrances, except for transfer restrictions required under federal and state securities laws.
Sample 1
Preferred Stock Consideration. Each Eligible Preferred Share for which a change-of-control cash purchase election has been made by the record holder thereof pursuant to Section 7(b) of the certificate of designation applicable to such Eligible Preferred Share shall be entitled to receive an amount in cash, without interest (the “Preferred Stock Consideration”), equal to (i) the product of (A) 125% multiplied by (B) the product of (1) the Conversion Amount being redeemed multiplied by (2) the quotient of the Per Share Merger Consideration divided by $3.00, or (ii) such greater amount pursuant to the terms of Section 7(b) of the certificate of designation in respect of the Preferred Stock; provided, however, that if any holder of Eligible Preferred Shares does not make such election and surrender such shares to the Paying Agent in exchange for the Preferred Stock Consideration in accordance with Section 4.2(b) of this Agreement within 180 days following the Closing Date, such holder shall be entitled to receive, in respect of each Eligible Preferred Share for which the holder fails to make such election, a security to be issued by the Surviving Corporation as provided in the applicable certificate of designation. Parent also shall comply with the notice and other obligations set forth in the certificates of designation in respect of the Preferred Stock, to the extent applicable, after the date hereof and prior to the Closing Date.”
Sample 1
Preferred Stock Consideration. On the Closing Date, contemporaneously with the filing of the Articles of Merger, Parent shall pay, or shall cause the Company, Newco or the Surviving Corporation to pay the amount of the Preferred Stock Payments, in cash by wire transfer of immediately available funds to the holders of the Preferred Stock as of immediately prior to the Closing in accordance with the terms of Section 2.10 and 2.11.
Sample 1
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Preferred Stock Consideration. As consideration for the all amounts otherwise due to Sponsor under the Note:
Sample 1
Preferred Stock Consideration a. Jxx.XX shall, at the closing of the Business Combination, issue to Maxim Partners LLC a number of shares of Series A Convertible Preferred Stock in an amount equal in value to $1,127,000 (the “Preferred Shares”), based on the valuation (the “Valuation”) set forth in the Certificate of Designation for Series A Preferred Shares attached hereto as Exhibit B (the “Certificate of Designation”), which Preferred Shares shall have the rights, terms and conditions set forth in the Certificate of Designation; and
Sample 1

Related to Preferred Stock Consideration

  • Stock Consideration 3 subsidiary...................................................................53

  • 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:

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

  • 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.

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

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