Upon the Second Issue Date, the Shareholders Sample Clauses

Upon the Second Issue Date, the Shareholders shall be entitled to receive their Pro Rata Share of those shares of Claremont common stock in the Escrow Fund, if any, equal to the sum of the 1999 Revenue Shares and the 1999 Operating Profit Shares. The "1999 Revenue Shares" means that number of shares of Claremont common stock which is equal to 36,000 less the 1998 Revenue Shares, multiplied by a fraction, the numerator of which is the Surviving Corporation's fiscal year 1999 Revenue less the greater of Four Million and 00/100 Dollars ($4,000,000.00) or the Surviving Corporation's fiscal year 1998 Revenue, and the denominator of which is Ten Million and 00/100 Dollars ($10,000,000.00) less the Surviving Corporation's fiscal year 1998 Revenue. For clarification purposes and by way of example ONLY, if the Surviving Corporation's fiscal year 1999 Revenue is Ten Million and 00/100 Dollars ($10,000,000.00) and the Surviving Corporation's fiscal year 1998 Revenue was Eight Million and 00/100 Dollars ($8,000,000.00), the Shareholders would be entitled to receive 12,000 shares of Claremont's common stock. ((10,000,000 less 8,000,000, divided by 10,000,000 less 8,000,000)36,000 - 24,000 = 12,000). The "1999 Operating Profit Shares" means that number of shares of Claremont common stock which is equal to 84,000 less the 1998 Operating Profit Shares, multiplied by a fraction, the numerator of which is the Surviving Corporation's fiscal year 1999 Operating Profit less the greater of Six Hundred Thousand and 00/100 Dollars ($600,000.00) or the Surviving Corporation's fiscal year 1998 Operating Profit, and the denominator of which is One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) less the Surviving Corporation's fiscal year 1998 Operating Profit. For purposes of clarification and by way of example ONLY, if the Surviving Corporation's fiscal year 1999 Operating Profit is One Million Three Hundred Thousand and 00/100 Dollars ($1,300,000.00) and the Surviving Corporation's fiscal year 1998 Operating Profit was One Million and 00/100 Dollars ($1,000,000.00), the Shareholders would be entitled to receive 28,000 shares of Claremont's common stock. ((1,300,000 less 1,000,000, divided by 1,500,000 - 1,000,000)84,000 - 37,333 = 28,000).
Sample 1
AutoNDA by SimpleDocs

Related to Upon the Second Issue Date, the Shareholders

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • REPORTS TO THE SUB-ADVISER The Fund will provide the Sub-Adviser with such periodic reports concerning the status of the Portfolio Account as the Sub-Adviser may reasonably request.

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Reports to the SEC and to Shareholders Promptly upon the filing or sending thereof, copies of all regular, periodic or special reports of any Loan Party filed with the SEC; copies of all registration statements of any Loan Party filed with the SEC (other than on Form S-8); and copies of all proxy statements or other communications made to security holders generally.

  • Terms of the Sponsor Warrants (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Time is Money Join Law Insider Premium to draft better contracts faster.