Examples of Merger Units in a sentence
Any reduction in the Merger Consideration resulting from an EBITDA Adjustment shall be accomplished through a proportionate reduction in the Cash and Merger Units (e.g. 85% of the EBIDTA Adjustment will be made through a reduction in the Cash and 15% of the EBITDA Adjustment being made through a reduction in the number of Merger Units having a value (calculated in accordance with Section 1.8 of this Agreement) equal to 15% of the EBITDA Adjustment).
The parties hereto agree that the aggregate value of the Merger Units shall be $3,000,000.
Subject to and in accordance with the provisions of Section 1.13 below (including, without limitation, the provisions regarding surrender and exchange of stock certificates), the Merger Units remaining after deduction of the Holdback Units will be delivered to the Selling Parties at Closing.
All of the shares of Buyer Common Stock comprising the Merger Units and issuable upon exercise of the Buyer Warrants will be, when issued in accordance with this Agreement and the Buyer Warrants, duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights.
In any circumstances in which the Company Stockholders may be liable for amounts in excess of the Escrow Property, recovery shall be had first against the Escrow Property, as appropriate, and second (to the extent the Escrow Property is insufficient to satisfy such claims) from the remaining Cash Consideration and Merger Units (or proceeds from the sale thereof).
This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns; provided, however, that the provisions in Article I concerning issuance of the Merger Units and in Section 4.11 concerning registration rights are intended for the benefit of the Company Stockholders.
After the Effective Time, until surrendered in exchange, the outstanding certificates for the Company Common Shares shall be deemed for all purposes, other than the payment of dividends or other distributions to the stockholder, to represent the number of whole Xxxx Xxxx Common Shares included in the Merger Units into which such Company Shares shall have been converted.
At and as of the Effective Time, each Company Shareholder shall receive in exchange for the Company Shareholder's certificate or certificates representing the Company Common Shares upon surrender of such certificate or certificates to Xxxx Xxxx, certificates (each registered in the name of the exchanging Company Shareholder) representing the number of Xxxx Wolf Merger Units into which the Company Common Shares shall have been converted.
The Company Common Shares and Anti-Dilution Warrants comprising the Merger Units, and the Company Common Shares underlying the Anti-Dilution Warrants shall be subject to the terms and provisions of a Lock-Up Agreement in the form attached as Exhibit D to this Agreement ("Lock-Up Agreement").
Common Share and one (1) Common Stock Purchase Warrant entitling the holder to purchase up to .3268 additional Xxxx Xxxx Common Shares at an exercise price of $.001 per share in the form attached as Exhibit C to this Agreement (the "Xxxx Wolf Anti-Dilution Warrants"), at an exchange ratio of thirty (30) Xxxx Xxxx Merger Units for each Company Common Share converted (the "Merger Consideration").