Examples of PentaStar Common Stock in a sentence
For purposes of effecting any offset against shares of PentaStar Common Stock, such shares shall be valued at their Fair Market Value as of the date the set-off is effected by PentaStar or the Acquiror.
PentaStar and the Acquiror shall have the right to offset any Adverse Consequences either of them may suffer or any amounts due to either of them hereunder or under any Other Seller Agreement against any amounts payable or shares of PentaStar Common Stock issuable pursuant to this Agreement or any Other Seller Agreement to any Shareholder or any relative or affiliate of any Shareholder at or after the Closing.
PentaStar and the Acquiror shall have the right to offset any Adverse Consequences either of them may suffer or any amounts due them hereunder against any amounts payable or shares of PentaStar Common Stock issuable pursuant to this Agreement or any Other Seller Agreement to the Company or any affiliate of the Company at or after the Closing.
PentaStar and the Surviving Corporation will have the right to offset any Adverse Consequences either of them may suffer or any other amounts due to them hereunder against any amounts payable or shares of PentaStar Common Stock issuable pursuant to this Agreement or any Other Seller Agreement to any Shareholder or any relative or affiliate of any Shareholder at or after the Closing.
If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit.
For purposes of effecting any offset against shares of PentaStar Common Stock, such shares shall be valued at their Fair Market Value as of the date that the set-off is effected by PentaStar.
PentaStar and the Acquiror shall have the right to offset any Adverse Consequences either of them may suffer or any amounts due to either of them hereunder or under any Other Seller Agreement against any amounts payable or shares of PentaStar Common Stock issuable pursuant to this Agreement or any Other Seller Agreement (other than under either of the Employment Agreements or the Shareholder Premises Lease) to any Shareholder or any relative or affiliate of any Shareholder at or after the Closing.
However, in no event shall the aggregate liability of the Shareholders exceed the total amount of the Purchase Price received by the Shareholders (with any PentaStar Common Stock being valued in accordance with Section 7.1(b) of this Agreement) and the amount of the Retained Liabilities; provided however, that the foregoing limitations shall not apply with respect to breaches of covenants contained in this Agreement or in any Other Seller Agreement.
The per share value of the PentaStar Common Stock for that purpose shall be determined as provided in Section 2.1(n)(iii), calculated as of the date that the Earn-Out Amount was paid (or if no Earn-Out Amount was paid, as of April 30, 2001) rather than the date that such payment is made under this Section 2.1(o).
If an adjusting payment is due from the Shareholders, PentaStar and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow Deposit.