Stock and Cash Consideration and Delivery Sample Clauses

Stock and Cash Consideration and Delivery. 2.1 Within ten (10) business days after the Effective Date, PST shall issue the Shares to BCM, in the name and to the address, and with the shareholder information set forth on Schedule 1 hereto. BCM shall promptly acknowledge in writing receipt of the certificate representing the Shares to the other Parties. BCM understands that the certificate representing the Shares are, under the SEC’s Regulation D, considered “restricted securities” and shall bear a restrictive legend in the form of Schedule 2 hereto. PST at its sole cost and expense, will be required to cooperate and assist BCM, to a commercially reasonable extent, with BCM's efforts to remove the restrictions and any restrictive legend (the “Legend”) from the Shares, such that they are freely tradable after complying with applicable law regarding restricted stock transfers. PST will be required to so act within 10 days of each request by BCM in its efforts to remove the restrictions and the Legend from the Shares, which would include for example only and without limitation, executing and/or countersigning any documents or Schedules reasonably required by BCM in its sole discretion in connection with BCM's efforts to remove the restrictions and the Legend from the Shares, such as for example only, signing a form sent to PST by or on behalf of BCM and PST returning it to BCM within 10 days of PST's receipt thereof from BCM or its representatives or providing legal opinions to its transfer agent in compliance with any applicable SEC rules or regulations for purposes of removing the Legends or instructing PST's transfer agent to remove the Legend. Notwithstanding anything in the paragraph to the contrary, BCM shall also reasonably cooperate with PST and provide customary paperwork to PST in connection with a proposed transfer, and PST shall not be required to do more than what is customarily done by public companies in connection with a request to transfer restricted stock. Settlement Agreement, dated December 27, 2010
Sample 1
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Related to Stock and Cash Consideration and Delivery

  • 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.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

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

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Transaction Consideration The Transaction Consideration;

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

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Option Consideration As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

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