STOCKHOLDERS' CONSIDERATION Sample Clauses

STOCKHOLDERS' CONSIDERATION. On the Consummation Date, the Stockholders, who are now and on the Consummation Date will be, the holders of all of the outstanding capital stock of the Company, shall, upon surrender of certificates evidencing that capital stock, receive from IES the respective number of shares of IES Stock and the amount of cash described on Annex I hereto, which shall be payable by certified check or wire transfer.
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STOCKHOLDERS' CONSIDERATION. On the Closing Date, the Stockholders shall, upon surrender of certificates evidencing the Company Stock, receive from AmPaM the respective number of shares of AmPaM Stock, the amount of cash and the principal amount of AmPaM Notes described on Annex I hereto specified with respect to each such Stockholder as payable on the Closing Date. All payments of cash shall be made by certified check or wire transfer of immediately available funds. Consideration consisting of AmPaM Notes shall be substantially in the form of Appendix A to Annex I.
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STOCKHOLDERS' CONSIDERATION. On the Consummation Date, the Stockholders, who are now and on the Consummation Date will be, the holders of all of the outstanding capital stock of the Company, shall, upon surrender of certificates evidencing that capital stock, receive from RV Centers the respective number of shares of RV Centers Stock and the amount of cash described on Annex I hereto, which shall be payable by certified check or wire transfer. The number of shares of RV Centers Stock in Annex I has been adjusted for the stock split provided for in the Draft Registration Statement and will not be adjusted upon the occurrence of such split.
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STOCKHOLDERS' CONSIDERATION. On the Closing Date, the Stockholders shall, upon surrender of certificates evidencing the Company Stock, receive from AmPaM the respective number of shares of AmPaM Stock, the respective number of shares of AmPaM Series A Preferred Stock, the amount of cash and the principal amount of AmPaM Notes described on Annex I hereto specified with respect to each such Stockholder as payable on the Closing Date. All payments of cash shall be made by certified check or wire transfer of immediately available funds. Consideration consisting of AmPaM Notes shall be substantially in the form of Appendix A to Annex I and the consideration consisting of AmPaM Series A Preferred Stock will have the rights and obligations set forth in a Certificate of Designations substantially in the form of Appendix B to Annex I.
Sample 1
STOCKHOLDERS' CONSIDERATION. On the Consummation Date, the Stockholders, who are now and on the Consummation Date will be, the holders of all of the outstanding Company Stock, shall, upon surrender of certificates evidencing that Company Stock, receive from INCOM the respective number of shares of INCOM Stock and the amount of cash described on Annex I hereto, which shall be payable by certified check or wire transfer of immediately available funds.
Sample 1
STOCKHOLDERS' CONSIDERATION. On the Consummation Date, the Stockholders, who are now and on the Consummation Date will be, the holders of all of the outstanding capital stock of the Company, shall, upon surrender of certificates evidencing that capital stock, receive from CLC the respective number of shares of CLC Stock and the amount of cash described on Annex I hereto, which shall be payable by certified check or wire transfer.
Sample 1

Related to STOCKHOLDERS' CONSIDERATION

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

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • 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.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • 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.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

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

  • Transaction Consideration The Transaction Consideration;

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