The Merger Consideration Sample Clauses
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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) A number of unregistered newly issued shares of CTI Common Stock having a Fair Market Value of four million dollars ($4,000,000), to be i...
The Merger Consideration. (a) Subject to Section 1.3(b), Purchaser shall acquire all of the outstanding shares of Common Stock and Company Preferred Stock, and assume all of the Company Options, for an aggregate consideration equal to 1,061,008 shares of Purchaser Stock (the "MERGER CONSIDERATION"). Each Selling Stockholder shall be allocated the portion of the Merger Consideration set forth next to each such Selling Stockholder's name on SCHEDULE I attached hereto in exchange for the shares of Common Stock (as defined below) held by such Selling Stockholder.
(b) Notwithstanding the provisions of Section 1.3(a):
(i) if the product of (x) 1,061,008 times (y) the Average Purchaser Stock Price exceeds $60,000,000, then the aggregate number of shares of Purchaser Stock payable as Merger Consideration shall equal the quotient of $60,000,000 and the Average Purchaser Stock Price;
(ii) if the product of (x) 1,061,008 times (y) the Average Purchaser Stock Price is less than $40,000,000, then the aggregate number of shares of Purchaser Stock payable as Merger Consideration shall equal the quotient of $40,000,000 and the Average Purchaser Stock Price; and
(iii) if the Average Purchaser Stock Price is less than $28.57, then Purchaser shall have the right, but not the obligation, to pay the Merger Consideration calculated in accordance with Section 1.3(b)(ii), but if Purchaser does not choose to do so, then either:
(A) the Selling Stockholders shall receive from Purchaser a Merger Consideration consisting of, in the aggregate, 1,400,000 shares of Purchaser Stock; or
(B) the Company may terminate the Agreement pursuant to the terms of Section 10.
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. The Merger Consideration (the “Merger Consideration”) shall be equal to:
(a) $69 million; and
(b) the following adjustments which shall be added to or subtracted from the Merger Consideration as appropriate:
(i) (A) if the warrants to purchase 250,000 shares of HealthExtras, Inc. (the “Health Extras Warrants”) held by the Company on the date hereof shall have been sold by the Company to any other party prior to the Closing and there shall have been no distribution of the proceeds of such sale to the Company’s shareholders prior to or at the time of the Closing, then the Merger Consideration shall be increased by the amount of the net proceeds of such sale, less any income taxes paid or payable thereon by the Company, and (B) if the Health Extras Warrants shall not have been sold prior to the Closing and Acquiror shall not have elected to cause the Company to distribute the Health Extras Warrants to the Company’s shareholders at the time of the Closing pursuant to Section 3.8 hereof, the Merger Consideration shall be increased by an amount mutually agreed upon by Acquiror and the Company as the value of the Health Extras Warrants;
(ii) (A) if resolution or settlement of those certain claims by the Company against Merck/Medco (the “Merck/Medco Claims”) shall have been reached prior to the Closing and there shall have been no distribution of the proceeds of such resolution or settlement to the Company’s shareholders, the Merger Consideration shall be increased by the amount of the proceeds of such resolution or settlement, less any income taxes paid or payable thereon by the Company, and (B) if resolution or settlement of the Merck/Medco Claims shall not have been reached prior to the Closing and Acquiror shall not have elected to cause the Company to distribute the right to receive any proceeds of any resolution or settlement of the Merck/Medco Claims to the Company’s shareholders at the time of the Closing pursuant to Section 3.8, the Merger Consideration shall be increased by an amount mutually agreed upon by Acquiror and the Company as the value of the Merck/Medco Claims; and
(iii) the Merger Consideration shall be reduced by the total of all Gross Option Payment Amounts on Company Options under Section 3.1(c).
The Merger Consideration. (a) Subject to adjustment as set forth in Section 2.4(b), the “Merger Consideration” shall equal:
(i) $413,000,000, minus
(ii) the Incentive Unit Payment Amount, minus (iii) the Phantom Stock Payment Amount, minus
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. As of the Effective Date (as defined in Section 3.2 below), as a result of the Merger and without any other action on the part of the stockholders, AFMN shall receive 14,865,657 shares of the authorized, but previously unissued, common capital stock of Medical Media (the "Medical Media Shares") in exchange for all of the issued and outstanding capital stock of Target Company.
The Merger Consideration. Each of the shares of Acquiror Common Stock to be issued as part of the Merger Consideration has been duly authorized, will be issued in compliance with applicable securities laws and, when issued in accordance with this Agreement, will be validly issued, fully paid, and nonassessable.
The Merger Consideration. (a) Each Holder shall receive a portion of the Merger Consideration in consideration of the shares of Company Stock held by such Holder as more fully set forth in Section 3.1.
(b) For purposes of this Agreement, "Aggregate Merger Consideration" shall be equal to the number of shares of Purchaser Stock determined by dividing (i) the number of shares of Purchaser Stock which, as of immediately prior to the Effective Time, are either (A) issued and outstanding (excluding any shares of Purchaser Stock actually issued by the Purchaser as contemplated in the last paragraph of Section 8.3) or (B) issuable upon the exercise, exchange or conversion of any outstanding warrants, options, convertible or exchangeable securities or other rights to acquire Purchaser Stock other than options issued under the Purchaser's 1997 Stock Option Plan, in each case, whether or not currently exercisable, by (ii) 1.7027. By way of example and for the avoidance of doubt, if (i) the Effective Time were 9:00 a.m. San Francisco time on January 27, 2000, (ii) 258,667 additional shares of Purchaser Stock had been issued, and (iii) the Catt▇▇▇▇▇ ▇▇▇rant had been cancelled, then the Aggregate Merger Consideration would be 3,812,122 shares of Purchaser Stock.