Examples of Adjusted Stock Consideration in a sentence
Any shares of CU Bancorp Common Stock comprising the Stock Consideration or the Adjusted Stock Consideration, as applicable, that would have been issued to the holders of Dissenting Shares but for the operation of this Section 3.6, will not be issued in the Merger and will be remain authorized and unissued shares of CU Bancorp Common Stock.
For purposes of this Section 2.1, the "Cash Ratio" shall equal the quotient of (A) the Adjusted Cash Consideration, divided by (B) the aggregate value of the Merger Consideration; and the "Stock Ratio" shall equal the quotient of (C) the value of the Adjusted Stock Consideration, divided by (D) the aggregate value of the Merger Consideration (calculating the value of the Adjusted Stock Consideration and the Merger Consideration with reference to the HPL Closing Price).
The Escrow Account will be divided into two sub-accounts, the “Taxable Account” representing a number of shares (rounded down to the nearest whole share) equal to the Taxable Percentage times the Adjusted Stock Consideration, and the “Balance Account” equal to a number of shares equal to the Adjusted Stock Consideration less the number of shares in the Taxable Account.
However, in the event that the Adjusted Stock Consideration is more than fifty (50%) of the Stock Consideration than in such event X-ceed, at its election, has the right to rescind the transaction and cancel the issued and outstanding shares.
The Adjusted Stock Consideration will not be issued in violation of and will not be subject to any preemptive rights, resale rights, rights of first refusal or similar rights.