Common use of Share Consideration Clause in Contracts

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. (b) Prior to the Effective Time, if American Spectrum splits or combines American Spectrum Common Shares, or pays a stock dividend or other stock distribution in American Spectrum Common Shares, or in rights or securities exchangeable or convertible into or exercisable for American Spectrum Common Shares, or otherwise changes the American Spectrum Common Shares into, or exchanges the American Spectrum Common Shares for, any other securities (whether pursuant to or as part of a merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation of American Spectrum as a result of which American Spectrum stockholders receive cash, stock, or other property in exchange for, or in connection with, their American Spectrum Common Shares (a "Business Combination") or otherwise)), then the American Spectrum Common Shares to be received by the Limited Partners of the Merging Entity will be appropriately adjusted to reflect such event. (c) At the Effective Time, by virtue of the Merger and without any action by holders thereof, all of the American Spectrum Common Shares issued and outstanding prior to the Effective Time shall remain issued and outstanding.

Appears in 4 contracts

Samples: Merger Agreement (American Spectrum Realty Inc), Merger Agreement (American Spectrum Realty Inc), Merger Agreement (American Spectrum Realty Inc)

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