Examples of Base Merger Consideration in a sentence
No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or threatened by the SEC and the shares of CCC Common Stock to be issued as part of the Base Merger Consideration shall have been approved for listing on Nasdaq.
Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder and the remaining one-third may be resold beginning on the second anniversary of the Closing.
CCC, the Company and each Shareholder hereby agree that the covenants set forth in this Article 11 are a material and substantial part of the transactions contemplated by this Agreement, and that no portion of the Base Merger Consideration or the Contingent Merger Consideration shall be paid for or allocated to the covenants set forth in this Article 11.
In addition, it is understood and agreed that CCC shall be solely responsible to pay to FMI Corporation a fee equal to 3% of the Base Merger Consideration plus the Contingent Merger Consideration paid pursuant to this Agreement and Xxxx XxXxxxxx professional fees equal to $250,000, and the parties set forth on SCHEDULE 13.7 hereof shall be solely responsible to pay Xxxx XxXxxxxx an amount previously agreed to by the parties for professional fees.
At the election of the Shareholders, any of the foregoing fees contemplated under this SECTION 13.7 payable by them will be paid by CCC or the Company and not the Shareholders, provided that the aggregate amount of the Base Merger Consideration is reduced by the amount of such expenses with any such reduction to have no effect on the calculation of the Group Actual Earn Out EBIT or the payment of the Contingent Merger Consideration.