Payment and Issuance of Initial Merger Consideration by Buyer Sample Clauses

Payment and Issuance of Initial Merger Consideration by Buyer. At the Effective Time and subject to Buyer’s receipt of the TopCo Certificates and Option Cancellation Agreements or Optionholder Acknowledgment in accordance with Section 2.8, Buyer shall (A) issue to the TopCo Sellers an aggregate amount of Buyer Common Stock equal to the Stock Consideration, and (B) pay the TopCo Sellers an aggregate amount in cash equal to the Cash Consideration, in each case, to each TopCo Seller in the amounts specifically as set forth in the Payment Spreadsheet. Each TopCo Seller entitled to receive Stock Consideration shall receive a stock certificate, as soon as practical after the Closing, in such TopCo Seller’s name evidencing shares of Buyer Common Stock representing the Stock Consideration issuable to such TopCo Seller. The Cash Consideration shall be paid by Buyer by wire transfer of immediately available funds to an account of each TopCo Seller entitled to receive Cash Consideration designated in writing by the Sellers’ Representative to Buyer prior to the Closing Date.
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Related to Payment and Issuance of Initial Merger Consideration by Buyer

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER Section 801. Company May Consolidate, Etc.,

  • Recitals Merger Consideration Section 2.4(a) Merger Sub.......................................

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.