HCIC Class A Common Stock Sample Clauses

HCIC Class A Common Stock. As promptly as reasonably practicable after the Effective Time, PubCo shall cause to be mailed to each holder of record of HCIC Common Stock a letter of transmittal in customary form to be approved by HCIC (such approval not to be unreasonably withheld, conditioned or delayed) prior to the Closing (the “HCIC Letter of Transmittal”), which shall have customary representations and warranties as to title, authorization, execution and delivery and specify that delivery shall be effected, and risk of loss and title to the HCIC Common Stock shall pass, only upon delivery of the HCIC Common Stock to PubCo (including all certificates representing HCIC Common Stock (each, a “Certificate” and, collectively, the “Certificates”), to the extent such HCIC Common Stock is certificated), together with instructions thereto. Upon the receipt of an HCIC Letter of Transmittal (accompanied with all Certificates representing HCIC Common Stock of the holder of such HCIC Common Stock, to the extent such HCIC Common Stock is certificated) duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by PubCo, the holder of such HCIC Common Stock shall be entitled to receive in exchange therefor (i) the HCIC Merger Consideration into which such HCIC Common Stock have been converted pursuant to Section 3.01(f) and (ii) dividends declared after the Effective Time which are unpaid, if any. Until surrendered as contemplated by this Section 3.02(c), each HCIC Common Stock shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the HCIC Merger Consideration which the holders of HCIC Common Stock were entitled to receive in respect of such shares pursuant to this Section 3.02(c) (plus any dividends declared after the Effective Time which are unpaid, if any).
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to HCIC Class A Common Stock

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Class B Common Stock 2 Closing........................................................................5

  • Outstanding Common Stock The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Class A Shares Shares of the Company’s $0.01 par value common stock that have been designated as Class A.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Changes in Common Stock or Preferred Stock If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

Time is Money Join Law Insider Premium to draft better contracts faster.