Total Consideration; Effect on Capital Stock Sample Clauses

Total Consideration; Effect on Capital Stock. The entire consideration payable by Purchaser with respect to all outstanding shares of capital stock of the Company and for all options, warrants, rights, calls, commitments or agreements of any character to which the Company is a party or by which it is bound calling for the issuance of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, directly or indirectly, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, capital stock of the Company or any such other securities (the "Fully Diluted Company Shares") shall be an aggregate of 200,000 shares of Purchaser Common Stock (the "Total Purchaser Share Amount"). For purposes of the calculation of the exchange ratio for Purchaser Common Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 1,500 (the "Fully Diluted Company Share Amount"). At the Effective Time, subject and pursuant to the terms and conditions of this Agreement and the Agreement of Merger, by virtue of the Merger and without any action on the part of the Constituent Corporations or the holders of the capital stock of the Constituent Corporations:
Sample 1
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Total Consideration; Effect on Capital Stock. The entire consideration payable by COMPANY with respect to all outstanding shares of capital stock of TARGET shall be the sum of $1.00 plus other good and valuable consideration. The 1,500,000 shares of common stock issued by TARGET to PARENT will be cancelled. At the Effective Time, subject and pursuant to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of TARGET, COMPANY and PARENT, the following actions and events shall occur:
Sample 1
Total Consideration; Effect on Capital Stock. The entire -------------------------------------------- consideration (the "Aggregate Consideration") payable by Parent with respect to all outstanding shares of Company Stock (the "Outstanding Shares") and for all options (whether vested or unvested), warrants, rights, calls, commitments or agreements of any character to which the Company is a party or by which it is bound calling for the issuance of shares of Company Stock or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, directly or indirectly, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, Company Stock or other capital stock or other securities of the Company (the "Convertible Securities;" and the Outstanding Shares and the Convertible Securities being sometimes herein collectively referred to as the ("Fully Diluted Company Shares") shall be an aggregate of (i) the number of shares of Parent Common Stock (subject to adjustment as hereinafter provided) (the "Total Parent Share Amount") as is obtained by dividing (A) $34,550,000 by (B) $11.05208, which is the average closing price of a share of Parent Common Stock on the NASDAQ for the thirty (30) most recent trading days ending on June 2, 2000 (the "Stipulated Price") and (ii) a warrant in the form attached hereto as Exhibit H issued by Parent to purchase additional shares of Parent Common Stock, at an exercise price of $0.01 per share (the "Warrant"), in an aggregate amount, if any (the "Total Warrant Share Amount"), equal to the quotient of (a) the Minimum Value (as defined below) divided by (b) the average closing sale price of the Parent Common Stock as quoted on the NASDAQ National Market System for the thirty (30) trading days ending on the first annual anniversary of the Closing Date, which Warrant shall be exercisable, if at all, only during the period beginning on the date that is first annual anniversary of the Closing Date and ending on the date that is fifteen (15) months following the Closing Date. The Minimum Value shall be determined as follows: On the date that is the first monthly anniversary date of the Closing Date, and on each subsequent monthly anniversary date thereafter up to and including the first annual anniversary date, Parent shall calculate a monthly balance (each, a "Monthly Balance"), which shall be equal to (a) the average closing sale price of the Parent Common Stock as quoted on the NASDAQ N...
Sample 1
Total Consideration; Effect on Capital Stock. At the Effective Time, -------------------------------------------- subject and pursuant to the terms and conditions of this Agreement and the Agreement of Merger, by virtue of the Merger and without any action on the part of the Constituent Corporations or the holders of the capital stock of the Constituent Corporations:
Sample 1

Related to Total Consideration; Effect on Capital Stock

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub:

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • Effect on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

  • No Effect on Capital Structure This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.

  • Effect on Shares At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any securities of the Company, Parent or Merger Sub:

  • Effect of the Merger on Capital Stock At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

  • Effect of Common Stock Change Event (A) If there occurs:

  • Dividends; Changes in Capital Stock Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its subsidiaries;

  • Change in Shares If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

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