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. (ii) In the event that the number of shares of Buyer Common Stock to be issued to Sellers exceeds 19.99% of the then-outstanding shares of Buyer Common Stock (as calculated pursuant to Section 312.03 of the NYSE Listed Company Manual) (rounded up to the nearest whole number, the “Excess Shares”), then the Excess Shares shall not be issued, the Stock Component shall be reduced by such number of shares and the Cash Component shall be increased by the product of the Excess Shares and the Currency Adjusted Stock Value.
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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
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. 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. 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
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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.
Sample 1
Stock Component. 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

Related to Stock Component

  • Components Patheon will purchase and test all Components (with the exception of Client-Supplied Components) at Patheon’s expense and as required by the Specifications.

  • 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.

  • Third Party Components The Products and Services may contain third party components (including open source software) subject to separate license agreements. To the limited extent a third party license expressly supersedes this XXXX, such third party license governs Customer’s use of that third party component.

  • 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.

  • OPEN SOURCE COMPONENTS The DS Offerings may include open source components. Whenever notices (such as acknowledgment, copies of licenses or attribution notice) are required by the original licensor, such notices are included in the Documentation of the DS Offerings. Moreover, some open source components may not be distributed and licensed under the terms of the Agreement but under the terms of their original licenses as set forth in the Documentation of the DS Offerings themselves. Source code for open source software components is available upon request. Except for components mentioned in the section EXCLUSIONS below, the warranty and indemnification provided by DS under the Agreement apply to all open source software components and shall be provided by DS and not by the original licensor, but only for the use of the DS Offerings that is in compliance with the terms of the Agreement, and in conjunction with the DS Offerings. The original licensors of said open source software components provide them on an “as is” basis and without any liability whatsoever to Customer.

  • Usage Measurement Usage measurement for calls shall begin when answer supervision or equivalent Signaling System 7 (SS7) message is received from the terminating office and shall end at the time of call disconnect by the calling or called subscriber, whichever occurs first.

  • Power Factor Design Criteria Developer shall design the Large Generating Facility to maintain an effective power delivery at demonstrated maximum net capability at the Point of Interconnection at a power factor within the range established by the Connecting Transmission Owner on a comparable basis, until NYISO has established different requirements that apply to all generators in the New York Control Area on a comparable basis. The Developer shall design and maintain the plant auxiliary systems to operate safely throughout the entire real and reactive power design range. The Connecting Transmission Owner shall not unreasonably restrict or condition the reactive power production or absorption of the Large Generating Facility in accordance with Good Utility Practice.

  • Loop Provisioning Involving Integrated Digital Loop Carriers 2.6.1 Where Xxxx has requested an Unbundled Loop and BellSouth uses IDLC systems to provide the local service to the End User and BellSouth has a suitable alternate facility available, BellSouth will make such alternative facilities available to Xxxx. If a suitable alternative facility is not available, then to the extent it is technically feasible, BellSouth will implement one of the following alternative arrangements for Xxxx (e.g. hairpinning): 1. Roll the circuit(s) from the IDLC to any spare copper that exists to the customer premises. 2. Roll the circuit(s) from the IDLC to an existing DLC that is not integrated. 3. If capacity exists, provide "side-door" porting through the switch. 4. If capacity exists, provide "Digital Access Cross Connect System (DACS)- door" porting (if the IDLC routes through a DACS prior to integration into the switch). 2.6.2 Arrangements 3 and 4 above require the use of a designed circuit. Therefore, non- designed Loops such as the SL1 voice grade and UCL-ND may not be ordered in these cases. 2.6.3 If no alternate facility is available, and upon request from Xxxx, and if agreed to by both Parties, BellSouth may utilize its Special Construction (SC) process to determine the additional costs required to provision facilities. Xxxx will then have the option of paying the one-time SC rates to place the Loop.

  • Unbundled Channelization (Multiplexing) 5.7.1 To the extent NewPhone is purchasing DS1 or DS3 or STS-1 Dedicated Transport pursuant to this Agreement, Unbundled Channelization (UC) provides the optional multiplexing capability that will allow a DS1 (1.544 Mbps) or DS3 (44.736 Mbps) or STS-1 (51.84 Mbps) Network Elements to be multiplexed or channelized at a BellSouth central office. Channelization can be accomplished through the use of a multiplexer or a digital cross-connect system at the discretion of BellSouth. Once UC has been installed, NewPhone may request channel activation on a channelized facility and BellSouth shall connect the requested facilities via COCIs. The COCI must be compatible with the lower capacity facility and ordered with the lower capacity facility. This service is available as defined in NECA 4. 5.7.2 BellSouth shall make available the following channelization systems and interfaces: 5.7.2.1 DS1 Channelization System: channelizes a DS1 signal into a maximum of twenty- four (24)

  • Mileage Measurement Where required, the mileage measurement for LIS rate elements is determined in the same manner as the mileage measurement for V&H methodology as outlined in NECA Tariff No. 4.

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