PURCHASE PRICE/CONVERSION OF SECURITIES Sample Clauses

PURCHASE PRICE/CONVERSION OF SECURITIES. (a) Subject to the terms and conditions hereof, Parent or Merger Sub will deliver, or cause to be delivered, to the Paying Agent for the payment to the Equityholders in accordance with this Agreement an aggregate amount equal to: (i) Three Hundred Seventy-Five Million Dollars ($375,000,000) (the “Base Purchase Price”); (ii) plus or minus (as applicable) the Closing Date Net Working Capital Adjustment; (iii) plus the Closing Date Cash; (iv) minus the Closing Date Debt; (v) minus the Closing Date Company Transaction Expenses; (vi) minus Five Hundred Thousand Dollars ($500,000) (the “Equityholders’ Representative Expense Funds”); (vii) minus Five Hundred Thousand Dollars ($500,000) (the “Adjustment Escrow Funds”); (viii) minus Two Million Dollars ($2,000,000) (the “Indemnity Escrow Funds”) (the sum of clauses (i) through (viii), collectively, the “Closing Date Payment”); (ix) plus the amount of any Earnout Payments under Section 1.14. The aggregate purchase price (the “Purchase Price”) shall be equal to the Base Purchase Price, plus or minus (as applicable) the Closing Date Net Working Capital Adjustment, plus the Closing Date Cash, plus the Closing Date Debt, plus the Closing Date Company Transaction Expenses, plus Equityholders’ Representative Expense Funds, plus the amount of any Earnout Payments. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the Parties hereto or any holder of any shares of Company Capital Stock, in accordance with the terms and conditions of this Agreement: (i) each share of Company Capital Stock that is held in the treasury of the Company or owned by Parent or any Subsidiary of Parent or the Company shall be cancelled and retired and no consideration shall be delivered in exchange therefor; (ii) subject to Section 1.9 and Section 1.10, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Capital Stock to be canceled in accordance with Section 1.6(b)(i) and other than Dissenting Shares (which shall be treated in accordance with Section 1.11)) shall be converted at the Effective Time into the right to receive an amount in cash, without interest, equal to the sum of: (A) with respect to each share of Company Preferred Stock, the applicable Per Share Preference Amount, and then (B) with respect to each share of Company Capital Stock, on an as-converted to Company Common Stock basis, the sum of (1) the Per Share Residual Amo...
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PURCHASE PRICE/CONVERSION OF SECURITIES. 2.1 Conversion of ISG Shares in the Merger. On the Effective Date, by virtue of the Merger and without any action on the part of ISG, HomeSeekers, or the ISG Shareholders: (a) all shares of common stock, par value $.01 per share, of ISG ("ISG Common Stock") owned by ISG shall be canceled and shall cease to exist from and after the Effective Date; and (b) each remaining issued and outstanding share of ISG Common Stock shall be converted into, and become exchangeable for, the number of shares of validly issued, fully
Sample 1
PURCHASE PRICE/CONVERSION OF SECURITIES. 2.1 Conversion of REI Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of REI, HomeSeekers, or the Shareholders: (a) all shares of common stock, no par value, of REI ("REI Common Stock") owned by Shareholders shall be canceled and shall cease to exist from and after the Effective Time; and (b) each issued and outstanding share of REI Common Stock shall be converted into, and become exchangeable for, the number of shares of validly issued, fully paid and nonasssessable common stock, $.001 par value, of HomeSeekers (rounded to the nearest whole share) ("HomeSeekers Common Stock") equal to the Conversion Ratio. In this Agreement, the term "Conversion Ratio" means a fraction, the numerator of which is equal to (i) One Million Dollars $1,000,000, divided by (ii) the average closing sale price of a share of HomeSeekers Common Stock as quoted on the Nasdaq Stock Market ("Nasdaq") for the ten (10) consecutive trading days which precede the third trading day immediately prior to the Effective Time, as reported (absent manifest error in the printing thereof) by The Wall Street Journal (Western Edition) (the "Average Closing Sale Price"); and the denominator of which is equal to one hundred (100). The consideration referred to in this Section is hereinafter referred to as the "Merger Consideration."
Sample 1
PURCHASE PRICE/CONVERSION OF SECURITIES. (a) Aggregate Consideration. For purposes of this Agreement, "Aggregate Consideration" means the number of shares (rounded to the nearest whole share) of common stock, par value $.01 per share, of Republic (the "Republic Common Stock") determined by dividing (a) two hundred million six hundred thousand dollars ($200,600,000.00) (the "Purchase Price"), minus the Transaction Fees (as defined below), if any, by (b) $32.75 (the "Price per Share").
Sample 1
PURCHASE PRICE/CONVERSION OF SECURITIES. (a) Aggregate Consideration. For purposes of this Agreement, "Aggregate Consideration" means the number of shares (rounded to the nearest whole share) of common stock, par value $.01 per share, of Republic (the "Republic Common Stock") determined by dividing (i) Fifty Five Million Dollars ($55,000,000) (the "Purchase Price"), minus (x) the Transaction Fees (as defined below), if any, minus (y) the amount, if any, by which Working Capital (as defined below) as of the Closing Date is less than Nine Million Nine Hundred Thousand Dollars ($9,900,000) (items (x) and (y) are referred to herein as the "Purchase Price Adjustment"), by (ii) $32.75 (the "Price per
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PURCHASE PRICE/CONVERSION OF SECURITIES 
Sample 1

Related to PURCHASE PRICE/CONVERSION OF SECURITIES

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.

  • REDEMPTION OF SECURITIES SECTION 1101.

  • Conversion of Securities in the Merger At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

  • Purchase of Securities Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $15.00

  • Conversion of Securities Exchange of Certificates 11 Section 3.1

  • Conversion of Notes (a) Upon the conversion of a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when a Subscriber sells the Conversion Shares, assuming (i) a registration statement including such Conversion Shares for registration has been filed with the Commission, is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable. In the event that the Conversion Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely if such sale is intended to be made in conformity with Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers reasonably requested representations in support of such opinion. (b) Each Subscriber will give notice of its decision to exercise its right to convert its Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within three days after the Conversion Date (such third day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof later than the Delivery Date could result in economic loss to the Subscribers. As compensation to Subscribers for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to each applicable Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscribers, in the event that the Company fails for any reason to effect delivery of the Conversion Shares on or before the Delivery Date, the Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

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