Price for the Company Shares Sample Clauses

Price for the Company Shares. (a) In full consideration for the acquisition of the Company Shares, the Purchaser will issue to the Shareholders an aggregate of 1,130,000 Purchaser Shares and 218,000 three-year warrants (the "Warrants') to purchase additional shares of the Purchaser's Common Stock for $2.00 per share. The Warrants shall be in the form annexed hereto as Exhibit A. (b) The Purchaser further agrees to issue within ten (10) days of the occurrence of the event: (i) an aggregate 500,000 additional Purchaser Shares to the Shareholders if the Company, prior to December 31, 2001, processes 25,000 "Transactions" (defined below) during one calendar month; and (ii) 450,000 additional Purchaser Shares to the Shareholders if the Company is awarded a patent for its gift certificate technology, entitled "Electronic Buying Certificate" which application was filed on May 27, 1999 (Serial No. 09/311,196) or on the Continuation-in-Part filed August 2, 2000 on or prior to June 30, 2003; and (iii) The Purchaser will issue the additional 500,000 Purchaser Shares set forth in paragraph (b)(i) above and the additional 450,000 Purchaser Shares set forth in paragraph (b)(ii) above in the event the Company offers shares in an underwritten public offering before December 31, 2001 and June 30, 2003, respectively. (c) For the purposes of Section 3.2 (b) (i) of this Agreement, a Transaction will be deemed to have occurred each time a person or entity makes a request for a gift certificate(s) from the Certificate Express website and the Certificate Express software system fulfills the order so that the certificate can be emailed or downloaded to a personal computer. It is not required that the purchaser or recipient of the certificate actually print or negotiate the certificate for a Transaction to have occurred. (d) In each case, the Purchaser will issue and deliver the Purchaser Shares and Warrants to the Shareholders according to the list on Schedule 1.1.
Sample 1
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Price for the Company Shares. In full consideration for the acquisition of the Company Shares, the Purchaser will issue to the Shareholders an aggregate of 2,258,001 Purchaser Shares after giving effect to the recapitalization transactions described in Section 4.3, below; provided, however, that 300,000 shares of the Purchaser Shares issuable to the Shareholders (hereinafter "Escrowed Shares") shall be delivered into escrow pursuant to Section 4.5 and held as specified in the Shareholder Escrow Agreement (as defined below) and, to the extent such Escrowed Shares are not applied to the payment of indemnification claims against the Shareholders, the remaining Escrowed Shares shall be delivered to the Shareholders; and provided further that 350,000 additional shares of Purchaser Common Stock (hereinafter, the "Contingent Shares") shall be issued at Closing and delivered into escrow pursuant to Section 4.5 and held as specified in the Purchaser Escrow Agreement (as defined below) and, to the extent such Contingent Shares are not applied to the payment of indemnification claims against the Purchaser, the remaining Contingent Shares shall be surrendered to the Purchaser for cancellation and shall thereupon cease to exist. Schedule 1.1 lists the name of each Shareholder and identifies the number of Purchaser Shares issuable to each Shareholder (including the number of shares of Escrowed Shares) and the number of Contingent Shares issuable to each Shareholder.
Sample 1
Price for the Company Shares. In full consideration for the acquisition of the Company Shares, the Purchaser will issue to the Shareholders an aggregate of 39,120,344 Purchaser Shares which shall represent 85% of the issued and outstanding shares of Purchaser's Common Stock immediately after the Closing.
Sample 1
Price for the Company Shares. In full consideration for the acquisition of the Company Shares, the Purchaser will issue to the Shareholders an aggregate of 1,829,000 Purchaser Shares after giving effect to the recapitalization transactions described in Section 4.3, below. Schedule 1.1 lists the name of each Shareholder and identifies the number of Purchaser Shares issuable to each Shareholder.
Sample 1
Price for the Company Shares. (a) In full consideration for the acquisition of the Company Shares, the Purchaser will issue to the Shareholders an aggregate of 40,456,060 Purchaser Shares (the "Initial Number of Purchaser Shares") in the amounts determined by multiplying the number of Company Shares owned as set forth in the fifth column following such persons' name in Schedule 1.1 by 7.1207555. (b) The number of Purchaser Shares shall be subject to adjustment as follows: By August 14, 2001, Rosewood will deliver a Balance Sheet of the Company at June 22, 2001, prepared in accordance with GAAP, audited by CityCas Limited, Chartered Accountants. The audited balance sheet of the Company as of June 22, 2001 shall be referred to in this Agreement as the "Closing Balance Sheet." In the event that the net worth of the Company shown on the Closing Balance Sheet which will be reflected as net worth of the Purchaser following consolidation is less than $8,091,212, the number of Purchaser Shares to be issued to the Shareholders in exchange for the Company Shares shall be reduced (but not increased) by the number of shares determined by subtracting the difference between $8,091,212 and the net worth of the Company set forth on the Closing Balance Sheet, dividing by $8,091,212 and multiplying the result by the Initial Number of Purchaser Shares. The reduced number of Purchaser Shares thus obtained shall be the final purchase price for the Company Shares. (c) Certificates representing the Initial Number of Purchaser Shares, together with stock power duly endorsed in blank by Rosewood shall be held in escrow pursuant to an escrow agreement with Sxxxxx & Sxxxxxxxx LLP, in the form annexed hereto as Exhibit B.
Sample 1

Related to Price for the Company Shares

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Reporting Entity for the Common Stock The reporting entity relied upon for the determination of the trading price or trading volume of the Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

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