Stock Portion Sample Clauses

Stock Portion. Section 1.1(a) Stockholders Agreement...........................
Sample 1Sample 2Sample 3
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Stock Portion. For purposes of this Agreement, the “Stock Portion of the Purchase Price” shall mean an amount equal $26,360,000. The Stock Portion of the Purchase Price will be paid by Buyer at the Closing in the form of Global Stock, to be delivered to the Parent. The aggregate number of shares of Global Stock to be delivered to the Parent shall be equal to the quotient obtained by dividing the Stock Portion of the Purchase Price by $32.4047 (the average of the closing bid price per share of Global’s Stock on the NASDAQ National Market System for the thirty (30) Business Days prior to the date which is two (2) Business Days prior to the date of this Agreement). If the foregoing calculation would result in the issuance of a fraction of a share of Global Stock, the Buyer shall round such fraction of a share of Global Stock up to the nearest whole share. The Parent shall enter into an equity subscription agreement (“Equity Subscription Agreement”) in the form attached hereto as Exhibit H in respect of such shares; and
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Stock Portion. Buyer shall pay to Seller up to thirty million (30,000,000) shares of its restricted common stock in accordance with the following schedule and subject to the terms set forth below: (a) Shares Payable in First Twelve Months Following Closing: (i) Buyer shall pay and deliver five million shares (5,000,000) of restricted common stock of the Seller on Closing. Such shares shall vest equally over a three year period with one-third vesting on the first anniversary date following closing and one-third on each of the next two subsequent anniversary dates. Such shares shall include a legend which prohibits sale or transfer of shares until vested and which will be removed upon vesting. (ii) If Newco's total sales in the twelve month period following closing reach 1.1 Million Dollars ($1,100,000) and the gross profit percentage as defined below is no less than forty percent (40%), then Buyer shall pay and deliver an additional Two Million Five Hundred Thousand shares of Seller's common stock to Seller for an aggregate of 7,500,000 shares at the end of the first twelve month period. (iii) If Newco's total sales in the twelve month period following closing reach 1.5 Million Dollars ($1,500,000) and the gross profit percentage is no less than forty percent (40%), then Buyer shall pay and deliver an additional Two Million Five Hundred Thousand shares of Seller's common stock to Seller for an aggregate of 10,000,000 shares at the end of the first twelve month period. (b) Shares Payable in Second Twelve Months Following Closing: (i) If Newco's total sales in the second twelve month period following closing reach 1.2 Million Dollars ($1,200,000) and the gross profit percentage as defined below is no less than forty percent (40%), then Buyer shall pay and deliver an additional Five Million shares of Seller's common stock to Seller at the end of the second twelve month period. (ii) If Newco's total sales in the second twelve month period following closing reach Two Million Dollars ($2,000,000) and the gross profit percentage as defined below is no less than forty percent (40%), then Buyer shall pay and deliver an additional Two Million Five Hundred Thousand shares of Seller's common stock to Seller at the end of the second twelve month period for an aggregate of 7,500,000 shares. (iii) If Newco's total sales in the second twelve month period following closing reach Two and One-half Million Dollars ($2,500,000) and the gross profit percentage as defined below is no less than ...
Sample 1
Stock Portion. The aggregate stock portion of the Purchase Price shall be 1,200,000 shares of Common Stock of Transport America (the "Stock Portion"), of which the 65,000 Hold-Back Shares shall be held back by Transport America with stock powers duly endorsed in blank by the Shareholders and released upon acceptance of the Audited Statement after adjustments, if any, reflecting any decrease resulting from a Deficit as provided in Section 4.3.
Sample 1
Stock Portion. (a) Buyer has made available to the Shareholders, and their attorneys and accountants, any and all documents that the Shareholders have requested relating to the Stock Consideration and has provided answers to all of the Shareholders' questions concerning the Stock Portion. (b) Each of the Shareholders has such knowledge and expertise in financial and business matters that such Shareholder is capable of evaluating the merits and risks involved in acquiring the Stock Portion. (c) The Shareholders understand that: (i) the Stock Portion has not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state, based upon the exemption from such registration requirements pursuant to Section 4(2) and/or Regulation D under the Act; (ii) the Stock Portion is and will be "restricted securities," as such term is defined in Rule 144 under the Act; (iii) the Stock Portion may not be sold or otherwise transferred unless it has been first registered under the Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with the respect to said resale and transfer; (iv) this Agreement contains restrictions on the transferability of the Stock Portion for a period of two years from issuance; and (v) the certificates representing the Stock Portion will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof. (d) Each Shareholder is acquiring the Stock Portion solely for the account of such Shareholder, for investment purposes only, and not with a view towards their resale or distribution. (e) Each Shareholder will not sell or otherwise transfer any of the Stock Portion or any interest therein, unless and until (i) such transfer is in compliance with this Agreement, and (ii)(A) such Stock Portion shall have first been registered under the Act and all applicable state securities laws or (B) such Shareholders shall have delivered to Buyer a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonable satisfactory to Buyer), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state laws. (f) The Shareholders acknowledge that Buyer will rely on these representations in order to comply with the Act and applicable state securities laws.
Sample 1
Stock Portion. The Stock Portion shall be paid to the Sellers in the following proportions: Seller Number of shares of Guarantor common stock to be received C. van de Vrie Holding B.V. 787,440 W. van de Vrie Holding B.V. 1,204,320 R.Q. van de Vrie Holding B.V. 1,204,320 Q. van de Vrie Jr Holding B.V. 1,204,320 Y.B. van de Vrie Holding B.V. 231,600 Signature copy This l day of April two thousand eight, there appeared before me, Gxxxxx Xxxxxxxx xxx Xxx, civil-law notary at Rotterdam: l, for the purposes hereof acting as attorney — duly authorized in writing of -:
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Stock Portion. 6,000,000 Shares of Free Trading Stock of Treaty Energy Corporation (b) 12,000 Shares of $5 Convertible Preferred Stock
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Stock Portion. Forty-five percent (45%) of the Customer Base Purchase Price shall be paid in shares of Purchaser's voting common stock which are restricted from transfer under SEC Rule 144 (THE "RESTRICTED STOCK"). The number of shares of Restricted Stock to be paid shall be computed by dividing the Stock Portion by the lower of: (1) the average of the prevailing bid and asked price per share as of the close of the market on December 11, 1995; or (2) the average of the prevailing bid and asked price per share as of the close of the market on December 29, 1995.
Sample 1

Related to Stock Portion

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

  • 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.

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • 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).

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.

  • Share Dividends If the Trustee receives any additional shares of capital stock of the Corporation as a dividend or other distribution with respect to any shares of Stock, the Trustee shall hold such shares subject to this Agreement for the benefit of the Stockholders in proportion to their respective interests, and the shares shall become subject to all of the terms and conditions of this Agreement to the same extent as if they were originally deposited hereunder. The Trustee shall issue Voting Trust Certificates in respect of these shares to the Stockholders of record at the close of business on the record date determined pursuant to the provisions of Section 4(d).

  • 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.

  • 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.

  • Share Dividends; Split Ups If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

  • 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 $9,580,000., 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).

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