Examples of Per Share Equity Consideration in a sentence
The shares of Buyer Common Stock constituting the Per Share Equity Consideration are duly authorized and, upon issuance at the Closing, will be validly issued, fully paid and non-assessable, and the issuance of such shares is not subject to preemptive rights.
At the Closing, and upon surrender by the holder thereof of share certificates representing ownership of the Company Common Stock (or other proof of ownership reasonably satisfactory to Buyer) (each a “Certificate”), Buyer shall cause to be issued (by delivering an instruction letter to its transfer agent) to each Closing Seller the Per Share Equity Consideration for each share of Company Common Stock held by such Closing Seller.
As soon as reasonably practicable following the date hereof, the Company (on behalf of Buyer) shall deliver to each holder of Company Common Stock that is not a Closing Seller (i) a letter of transmittal (the “Letter of Transmittal”), and (ii) instructions for use in surrendering the certificates in exchange for the Per Share Equity Consideration.
No interest will be paid or accrued on the Per Share Equity Consideration payable upon the surrender of any Certificate.
At the Effective Time, all such shares of Company Common Stock will no longer be outstanding and will be cancelled and retired automatically and will cease to exist, and each holder of a Certificate representing such a share of Company Common Stock will cease to have any rights with respect thereto, except the right to receive Per Share Equity Consideration upon the surrender of such Certificate (or other evidence of ownership reasonably acceptable to Buyer).