Holdco Common Stock Sample Clauses

Holdco Common Stock. Each share of Holdco Common Stock issued and outstanding immediately prior to the Effective Time will automatically be canceled.
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Holdco Common Stock. 2.04(a)(i) HoldCo Share Issuance...................................................6.05(b)
Sample 1Sample 2
Holdco Common Stock. The Merger shall effect no change in any shares of Holdco Common Stock issued by Holdco prior to the Effective Time.
Sample 1Sample 2
Holdco Common Stock. Effective as of the Effective Time, each share of HoldCo Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of HoldCo Common Stock and shall not be affected by the Reorg Merger.
Sample 1
Holdco Common Stock. Each share of Holdco Common Stock issued and outstanding immediately prior to the Effective Time and owned by the Company shall automatically be cancelled and cease to be issued and outstanding at the Effective Time, and no payment shall be made therefor, and the Company, by execution of this Agreement, agrees to forfeit such shares and relinquish any rights to such shares. Immediately prior to the Effective Time, there will be no shares of stock of any class of the Company, Holdco or the Merger Sub issued and outstanding other than the Company Common Stock, the Holdco Common Stock and the Merger Sub Common Stock.
Sample 1
Holdco Common Stock. At the Effective Time, each share of Holdco Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by Holdco) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.10(a), an amount of cash (without interest) equal to the Per Share Amount. The amount of cash each Holdco Shareholder is entitled to receive for the shares of Holdco Common Stock held by such Holdco Shareholder shall be rounded to the nearest cent.
Sample 1
Holdco Common Stock. Each share of Holdco Common Stock issued and outstanding immediately prior to the Effective Time (which, for the avoidance of doubt, includes each share of Holdco Common Stock issued upon the Conversion and each share of Holdco Common Stock issued in respect of all Holdco Options that are exercised prior to the Effective Time, other than Dissenting Shares and shares owned by Holdco) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9(b), (A) the Common Closing Cash Consideration Amount Per Share, (B) the Common Closing Stock Consideration Amount Per Share, (C) the right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of the Escrow Agreement, up to the Cash Escrow Amount Per Share (subject to reduction for payment of Indemnifiable Damages (as defined in Section 8.2) pursuant to the indemnification obligations of the Effective Time Holders under Article 8), and (D) the right to receive its Pro Rata Share of the Positive Adjustment Amount (if any) as determined pursuant to Section 1.12. The number of shares of Acquirer Common Stock each Company Stockholder is entitled to receive pursuant to each of the clauses (B) and (C) in this Section 1.8(a)(ii) for the shares of Holdco Common Stock held by such Company Stockholder as of the Effective Time (including shares of Holdco Common Stock issued upon the Conversion or shares of Holdco Common Stock issued upon the exercise of any Company Option that is exercised prior to the Effective Time) shall be rounded down to the nearest whole number of shares of Acquirer Common Stock and computed after aggregating all shares of Holdco Common Stock held by such Company Stockholder.
Sample 1
AutoNDA by SimpleDocs
Holdco Common Stock 
Sample 1

Related to Holdco Common Stock

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Common Stock 1 Company........................................................................1

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Company Stock The authorized capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.

  • Common Shares 4 Company...................................................................................... 4

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!