The Merger Consideration. As of the Effective Time, as a result of the Merger and without any other action on the part of the stockholders, all of the outstanding shares of common stock, $0.001 par value per share, of PBAC (the "PBAC Common Stock") shall be converted into shares of common stock of the Surviving Corporation (the "PolaRx Common Stock") and all of the shares of PolaRx outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of the stockholders, be automatically converted into the shares of CTI Common Stock (as hereinafter defined) and additional consideration upon subsequent closing dates, for aggregate consideration (the "Merger Consideration") by virtue of the Merger and without any action on the part of the stockholders and be converted into the right of such PolaRx Stockholders to receive that portion of the Merger Consideration (as defined below) set forth across from their names in Schedule 1 (the "PolaRx Stockholders"). Fractional shares shall be rounded up or down to the nearest whole number. The Merger Consideration shall be:
(a) Two million (2,000,000) unregistered newly issued shares of CTI common stock, no par value per share ("CTI Common Stock"), to be issued and delivered to the PolaRx Stockholders at the Effective Time;
(b) One million (1,000,000) unregistered newly issued shares of CTI Common Stock, subject to stock splits, stock dividends, reclassifications and reorganizations, to be issued and delivered to the PolaRx Stockholders on or before the second closing date, which shall be the earlier of, (x) within thirty (30) days following the first New Drug Application approved by the U.S. Food and Drug Administration submitted by CTI or an affiliate or sublicensee of CTI with respect to an Arsenic Product, or (x) the day preceding the fifth anniversary of the Closing Date (the earlier such date shall be referred to herein as the "Second Closing");
(c) Two million (2,000,000) unregistered newly issued shares of CTI Common Stock, subject to stock splits, stock dividends, reclassifications and reorganizations, to be issued and delivered to the PolaRx Stockholders at the Second Closing;
(d) $4,000,000 in cash, to be paid and delivered to the PolaRx Stockholders no later than March 31, 2003.
(e) (1) a number of unregistered newly issued shares of CTI Common Stock having a Fair Market Value of five million dollars ($5,000,000); (2) $5,000,000 in cash, or (3) a mixture of cash ...
The Merger Consideration. The Merger Consideration will, upon issuance, be duly authorized, legally and validly issued, fully paid and non-assessable, and free and clear of all liens, mortgages, pledges, and other encumbrances of any nature, unless expressly provided herein to the contrary.
The Merger Consideration. The consideration to be paid by the Buyer for the Shares pursuant to the Merger (the "MERGER CONSIDERATION") shall consist of the sum of (i) $4,000,000, plus (ii) the Net Book Value (as defined in Section 1.2(c)(1) below).
The Merger Consideration. (a) Subject to adjustment as set forth in Section 3.7, the maximum number of shares of Purchaser Stock to be issued (including Purchaser Stock to be reserved for issuance upon exercise of any of the Company's options and warrants to be assumed by the Purchaser) in exchange for the acquisition by the Purchaser of all the shares of capital stock of the Company outstanding immediately prior to the Effective Time and all unexpired and unexercised options and warrants to acquire capital stock outstanding immediately prior to the Effective Time (collectively referred to as the "Options") of the Company shall be 5,400,000 (as adjusted in accordance with Section 3.7, the "Gross Merger Consideration"). No adjustment shall be made in the number of shares of Purchaser Stock issued in the Merger as a result of any cash proceeds received by the Company from the date hereof to the Closing Date pursuant to the exercise of options or warrants to acquire shares of capital stock of the Company. The Gross Merger Consideration shall be allocated among the Selling Stockholders and holders of the Options as described in Sections 1.3(b) and 3.1 hereof.
(b) The Gross Merger Consideration shall first be allocated to satisfy the respective liquidation preference of each series of Preferred Stock as set forth in the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended, and as in effect as of the date hereof (the "Company Certificate of Incorporation"). The Gross Merger Consideration shall accordingly be reduced by a number of shares of Purchaser Stock equal to the sum of: (i) the Aggregate Series A Liquidation Preference divided by the Average Purchaser Stock Price prior to the Closing Date; (ii) the Aggregate Series B Liquidation Preference divided by the Average Purchaser Stock Price prior to the Closing Date; (iii) the Aggregate Series C Liquidation Preference divided by the Average Purchaser Stock Price prior to the Closing Date; (iv) the Aggregate Series D Liquidation Preference divided by the Average Purchaser Stock Price prior to the Closing Date; plus (v) the Aggregate Series E Liquidation Preference divided by the Average Purchaser Stock Price prior to the Closing Date (such remaining amount of the Gross Merger Consideration hereinafter referred to as the "Net Merger Consideration"). For purposes of this Section 1.3(b), the following terms shall have the following meanings:
The Merger Consideration. Section 2(b)(iii) of the 1997 Agreement, entitled "Consideration Deliverable at Subsequent Date", is hereby deleted, and such consideration shall not be payable to the Shareholders.
The Merger Consideration. The total consideration to be paid by Parent in the Merger shall be an amount equal to the difference of: (x) the sum of (A) an amount equal to the Closing Company Statutory Capital and Surplus Amount, plus (B) $20,000,000, less (y) an amount equal to the Special Dividend Amount, if any (the “Merger Consideration”), which is comprised of the following:
The Merger Consideration. The Shareholder shall be entitled to receive the following consideration for his shares of GBT (in the aggregate, the "Merger Consideration"):
The Merger Consideration. 5 4.1 Payments .......................................................................................................... 5 4.2 Other Deliveries and Actions at Closing ......................................................... 7 4.3 Invoices ............................................................................................................ 7 4.4 Consideration Letter......................................................................................... 8 Article V
The Merger Consideration. On the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Xx.Xxxxxxxxx, the Company or the Seller, all of the Interests shall be exchanged for a number of shares of Hi Common Stock (the “Hi Closing Shares”) equal to the Equity Value, divided by the Closing Per Share Price (the “Equity Consideration”). Nothwithstanding the foregoing, the Seller has elected to have up 20% of the Equity Consideration paid in cash rather than in the form of Hi Closing Shares. As a result, the number of Hi Closing Shares to be delivered at the Closing shall be proportionally reduced and the Seller shall issue the Promissory Note at the Closing which shall be due and payable to Seller as set forth therein.
The Merger Consideration. The merger consideration (the "Merger Consideration") payable to the Shareholders by RHC shall be as follows:
