Parent Common Stock Consideration definition
Examples of Parent Common Stock Consideration in a sentence
The Parties agree and consent to any amendment to the Seller's Disclosure Schedules (including, but not limited to, Schedule 6.1(h) thereto) to reflect the conveyance, purchase, assignment and transfer of cash held in the bank accounts of the Aether Acquired Entities in exchange for the Parent Common Stock Consideration, as such Parent Common Stock Consideration may be adjusted pursuant to the provisions described in Section 4.2 of this Amendment.
Automated Quotation System ("NASDAQ") each trading day during the period commencing July 1, 1997 and ending the day which is two business days prior to the Effective Time in order to determine, subject to Sections 2.01(b) and (c) below, the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock, Series C Stock and Series E Stock shall be converted in the Merger (the "Aggregate Parent Common Stock Consideration").
Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares held in the treasury of the Company, which are being canceled as provided in paragraph (c) below) are being converted into the right to receive 613.1550 shares of Parent Common Stock, which represents the quotient obtained by dividing the number of outstanding shares of Company Common Stock by the Aggregate Parent Common Stock Consideration.
Each of the Company Members shall have delivered to Parent customary investor representation letters in a form acceptable to Parent necessary to issue the Parent Common Stock Consideration in compliance with applicable securities laws (the “Investor Representation Letters”).
The Parties agree and consent to any amendment to the Seller’s Disclosure Schedules (including, but not limited to, Schedule 6.1(h) thereto) to reflect the conveyance, purchase, assignment and transfer of cash held in the bank accounts of the Aether Acquired Entities in exchange for the Parent Common Stock Consideration, as such Parent Common Stock Consideration may be adjusted pursuant to the provisions described in Section 4.2 of this Amendment.
Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares held in the treasury of the Company, which are being canceled as provided in paragraph (c) below) are being converted into the right to receive 148.6436 shares of Parent Common Stock, which represents the quotient obtained by dividing the number of outstanding shares of Company Common Stock by the Aggregate Parent Common Stock Consideration.
Notwithstanding anything to the contrary contained in this Agreement, 20% of the Aggregate Merger Consideration (consisting of ratable portions of the Parent Common Stock Consideration and Parent Preferred Stock Consideration) (the “Holdback Shares”) shall be held back and not immediately issued by Parent at the Closing until such time as the BVBA Reorganization, as defined in Section 5.6 below, shall have been completed on or prior to March 31, 2016.
If any holder of Dissenting Shares shall have so failed to perfect or has effectively withdrawn or lost such holder’s right to dissent from the Mergers after the Election Deadline, each of such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the First Step Effective Time, the right to receive the Parent Common Stock Consideration or the Cash Consideration, or a combination thereof, as determined pursuant to the terms of this Agreement.
The issuance of the shares of Parent Common Stock to be issued hereunder as part of the Parent Common Stock Consideration has been duly authorized by all necessary corporate action on the part of Parent and Buyer, and such shares will, when issued as contemplated by this Agreement, be validly issued, fully paid and non-assessable.
With respect to each Company Member, the Per Share Merger Consideration shall be aggregated for all Company Interests held by such Company Member, and such Company Member shall receive a whole number of shares of the Parent Common Stock Consideration (rounded down the nearest whole number) and cash in lieu of any resulting fractional interest.