Examples of Class N Common Stock in a sentence
The Company covenants and agrees that the per share purchase price of the shares of Class N Common Stock purchased by Purchaser pursuant to the terms of this Agreement shall be the same as the per share purchase price paid by Xxxxx for the shares of Class A Common Stock in connection with the transactions contemplated by the Merger Agreement.
Subject to the restrictions set forth in this Agreement and the Stockholders Agreement, the Purchaser shall have all rights of a holder of Class N Common Stock as set forth in the Certificate of Incorporation of the Surviving Corporation, which shall be amended and restated substantially in the form of Exhibit J of the Merger Agreement pursuant to Section 3.01 thereof.
The parties hereto agree that any such adjustment shall be made following the final release of any amounts from the Indemnity Escrow Fund, but such adjustment (i) shall take into account the total portion of the Indemnity Escrow Fund that is not paid to the Equityholders and is instead paid to any Person other than the Company or any of its Subsidiaries and (ii) shall be given effect from the original issuance of shares of Class N Common Stock pursuant to the terms of this Agreement.
Conversion of Common Stock: The shares of Class A Common Stock, Class L Common Stock and Class N Common Stock shall automatically convert into shares of Residual Common Stock (on a one-for-one basis) (i) upon the written consent of each Principal Investor Group or (ii) upon the closing of an Initial Public Offering.
Each Other Stockholder hereby irrevocably consents to, approves, and elects to receive, Merger Consideration consisting solely of Surviving Class N Common Stock, pursuant to Section 2.1(a) and Section 2.2 of the Merger Agreement and covenants and agrees to so specify in an Election Form delivered to Parent prior to the Closing Date.
Any Parent Class A-1 Common Stock or Parent Class A-2 Common Stock for which such holder of record has not, as of the Closing Date, properly submitted an Election Form shall remain outstanding as Surviving Class A-1 Common Stock or Surviving Class A-2 Common Stock, as applicable, in accordance with Section 2.1(c) (it being understood that the Parent Stockholders who are employees of Parent shall elect to receive Surviving Class N Common Stock).
Management Shares and Options: Provision shall be made such that shares held by management shall be shares of Class N Common Stock and management options shall be exercisable to purchase shares of Class N Common Stock.
For the avoidance of doubt, Parent shall agree for purposes of calculating the fair market value provisions of Parent’s management stockholders agreement, the fact that the shares of Class N Common Stock are non-voting will not be considered in any such calculations.
The purchase price of the shares of Class N Common Stock covered by the Option shall be $1,000.00 per share (without commission or other charge), which is the Fair Market Value as of the Grant Date.
Pursuant to a Non-Qualified Stock Option Agreement to be entered into between Xxxx and Marquee, Xxxx will receive options to purchase 600 shares of Class N Common Stock of Marquee with an exercise price of $1,000 per share.