Stock Component Sample Clauses

Stock Component. (i) Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall pay and deliver to Sellers as described in the next sentence a number of shares of common stock, par value $1 per share, of Buyer (“Buyer Common Stock”) equal to (1) the Stock Component minus (2) the Stock Escrow Purchase Price Amount minus (3) the Stock Escrow Tax Amount (the “Stock Purchase Price”). The Foundation shall receive the Foundation Stock Amount and Lux Seller shall receive the Lux Stock Amount. Schedule 2.3 sets forth the methodology applicable to the determination of Foundation Cash Amount and Lux Cash Amount as applied using the illustrative amounts set forth therein.
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Stock Component. NB will issue to AgriSep 1,000,000 shares of NB restricted common stock within 7 days after the Effective Date of this Agreement (“First Stock Component”). NB will further issue 1,000,000 shares of NB restricted common stock that will be issued once the AgriSep Technology is installed, operational and ready for use in a Technology Application (“Second Stock Component”). NB will file a registration statement to register these shares with the US Securities and Exchange Commission and/or the Canadian equivalent within 120 days after issuance of the stock to enable AgriSep to sell such shares on the public market and will maintain such registration as effective for a period of at least one year after the registration statement has been declared effective by the SEC.
Sample 1
Stock Component. All shares of the Common Stock or the Preferred Stock to be furnished by Buyer to Seller as consideration under this Agreement, as well as any of the Common Shares issuable upon conversion of any of the Preferred Stock have been duly authorized and when issued in accordance with the terms of this Agreement will be fully paid and nonassessable and will be transferred and issued to Seller free and clear of all Encumbrances other than any restriction on the resale of the Common Stock, the Preferred Stock or the Common Shares imposed by applicable federal and state securities laws and regulations.
Sample 1
Stock Component. The stock component of the Purchase Price (the "Stock Component") shall be a number of shares of ImageX capital stock (the "ImageX Stock"), equal to Three Hundred Seventy-Five Thousand dollars ($375,000) divided by the lesser of (a) two dollars ($2.00) (appropriately adjusted for any stock splits, stock dividends, recapitalizations or similar events between the date hereof and Closing) and (b) the price per share received by ImageX in connection with the equity private placement contemplated to be completed prior to the Closing (the "Private Placement Price"). In the event the private placement referred to above involves the issuance of convertible preferred stock or convertible debt, the Private Placement Price shall be deemed to be the conversion price provided in the convertible instrument.
Sample 1
Stock Component. At the Closing, except as otherwise contemplated in Section 8.9 below, 80% of the Stock Component shall be issued to the Shareholder and 20% of the Stock Component shall be issued to Veber Partners, LLC, which has performed investment banking services for Seller in connection with the sale of the Business contemplated by this Agreement. The parties acknowledge that the ImageX Stock constituting the Stock Component shall either be common stock or a junior preferred stock in the discretion of ImageX. Any such junior preferred stock will have such rights as may be determined by ImageX in its discretion which shall be at least as favorable to the holders thereof as common stock.
Sample 1
Stock Component. 5. The STOCK COMPONENT of consideration shall consist of the transfer of all the right, title and interest in eight million (8,000,000) shares of MED GEN's common stock to GLOBAL and DLW & CO., on the terms, and subject to the limitations, described below.
Sample 1
Stock Component. The stock component of the Purchase Price (the "Stock Component") shall be a number of shares of unregistered common stock of Buyer (the "WatchGuard Stock") determined by dividing (a) Four Million Eight Hundred Fifty Thousand Dollars ($4,850,000) by (b) the Fair Market Value of Buyer's common stock on the date hereof. For purposes of this Agreement, the "Fair Market Value" on the applicable date shall mean the average of the high and low sales prices of Buyer's common stock on that date, as publicly reported on the Nasdaq National Market System.
Sample 1
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Stock Component. At the Closing, Buyer shall issue to Seller the Stock Component; provided, --------- however, that a number of shares of WatchGuard Stock determined by dividing (a) ------- Two Million Five Hundred Thousand Dollars ($2,500,000) by (b) the Fair Market Value on the date hereof (the "Indemnification Shares") shall be held by, and pledged by Seller to, Buyer in accordance with Section 11.6, to secure the indemnification obligations of Seller and the Majority Members pursuant to Section 11.2 hereof.
Sample 1
Stock Component. A portion of the Purchase Price shall be paid in accordance with this Section 1.5.2. At Closing, Buyer will deliver to Artex & Xaddxx xx Escrow Agent 100,000 Shares (the "Stock") to be delivered to Seller in accordance with the form of Escrow Agreement attached as Exhibit 1.5.2. The certificates shall be in the name of Seller. Seller's ownership of the Stock shall be subject to the rights and restrictions affecting the Stock as provided herein and in the Escrow Agreement and, solely in connection therewith, Seller shall deliver (i) irrevocable stock powers for the Stock duly endorsed in blank, with Seller's signature guaranteed with a guaranteed medallion, and (ii) UCC 1 financing statements to evidence Buyer's security interest in the Stock for filing in the office of the Michigan Secretary of State and the office of the County Recorder for the county in which the Facility is located.
Sample 1

Related to Stock Component

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

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

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Stock Splits, Subdivisions, Reclassifications or Combinations If the Company shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the number of Warrant Shares issuable upon exercise of this Warrant at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Warrantholder after such date shall be entitled to acquire the number of shares of Common Stock which such holder would have owned or been entitled to receive in respect of the shares of Common Stock subject to this Warrant after such date had this Warrant been exercised immediately prior to such date. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment and (2) the Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, subdivision, combination or reclassification giving rise to this adjustment by (y) the new number of Warrant Shares issuable upon exercise of the Warrant determined pursuant to the immediately preceding sentence.

  • Stock Compensation The Executive shall be eligible to receive stock-based compensation, whether stock options, stock appreciation rights, restricted stock grants or otherwise, under the Parent’s Amended and Restated 2004 Long Term Incentive Plan or other stock-based compensation plans as Parent may establish from time to time (collectively, the “Plans”). The Executive shall be considered for such grants no less often than annually as part of the Board’s annual compensation review, but any such grants shall be at the sole discretion of the Board.

  • Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.

  • Adjustments for Stock Splits, Stock Dividends, etc If from time to time while this Agreement shall remain in force and effect there is any stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Stockholder is entitled by reason of his ownership of Shares shall be immediately subject to the restrictions on transfer and other provisions of this Agreement in the same manner and to the same extent as such Shares.

  • Cash in Lieu of Fractional Common Shares The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

  • Combinations and Split-ups of Receipts Upon surrender of a Receipt or Receipts at the Depositary Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

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