Examples of Common Share Consideration in a sentence
At the Closing, Buyer agrees to (a) pay to Seller the Closing Cash Payment and (b) issue to Seller (or an Affiliate of Seller designated by Seller prior to the Closing) the Buyer Common Share Consideration.
The Parties agree that for U.S. federal income tax purposes Buyer’s purchase of the Purchased Interests shall be characterized as an exchange qualifying under Section 351 of the Code in which Seller contributed the Purchased Interests to Buyer in exchange for (a) the Buyer Common Share Consideration and (b) the Closing Cash Payment unless such characterization is contrary to applicable U.S. federal income tax Law.
The aggregate Liability of Buyer under Section 8.3(a), Section 8.3(b) or Section 8.3(c) shall not exceed the amount set forth on Exhibit A under the column “Buyer Common Share Consideration Total Value” (the “Buyer Cap Amount”).
The Buyer shall deliver to the Seller the certificates representing the Common Share Consideration on the Closing Date, and the Buyer shall deliver to the Seller the certificates representing the Preferred Share Consideration promptly following the acceptance for filing under the Delaware General Corporation Law of the Certificate of Designation.
Upon the terms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the parties contained herein, the consideration for the sale and transfer of the Purchased Interests on the Closing Date shall consist of (i) 8,999,900 shares of Buyer Common Stock (the "Common Share Consideration") and (ii) 100 shares of Buyer Series A Preferred Stock (the "Preferred Share Consideration").