Issuance of Shares of SpinCo Common Stock. As contemplated by Section 3.02(b) of the Separation Agreement, and subject to the adjustment provided in Section 3.01(f), on or before the Distribution Effective Time, SpinCo shall issue and deliver to GPC a number of shares of SpinCo Common Stock equal to the difference of (i) 40,191,482, minus (ii) the number of shares of SpinCo Common Stock held by GPC immediately prior to such issuance pursuant to Section 3.02(b) of the Separation Agreement and this Section 2.04(c).
Appears in 3 contracts
Samples: Merger Agreement (Rhino SpinCo, Inc.), Merger Agreement (Genuine Parts Co), Merger Agreement (Essendant Inc)
Issuance of Shares of SpinCo Common Stock. As contemplated by Section 3.02(b) of the Separation Agreement, and subject to the adjustment adjustments provided in Section 3.01(f), on or before the Distribution Effective TimeDate, SpinCo shall issue and deliver to GPC CB a number of shares of SpinCo Common Stock equal to the difference of (i) 40,191,482, minus (ii) the number of shares of SpinCo Buyer Common Stock held by GPC immediately prior to such issuance pursuant to Section 3.02(b) of be issued as the Separation Agreement and this Section 2.04(c)Merger Consideration.
Appears in 1 contract
Samples: Purchase and Assumption Agreement and Plan of Merger (Customers Bancorp, Inc.)
Issuance of Shares of SpinCo Common Stock. As contemplated by Section 3.02(b) 3.03 of the Separation Agreement, and subject to the adjustment provided in Section 2.04(c) and Section 3.01(f), on or before the Distribution Effective TimeDate, SpinCo Spinco shall issue and deliver to GPC LMC a number of shares of SpinCo Spinco Common Stock equal to the difference of (i) 40,191,482the product of (A) the Exchange Ratio, multiplied by (B) 75,434,980, minus (ii) the number of shares of SpinCo Spinco Common Stock held by GPC LMC immediately prior to such issuance pursuant to Section 3.02(b) 3.03 of the Separation Agreement and this Section 2.04(c2.04(d).
Appears in 1 contract
Issuance of Shares of SpinCo Common Stock. As contemplated by Section 3.02(b) of the Separation Agreement, and subject to the adjustment adjustments provided in Section 2.04(e) and Section 3.01(f), on or before the Distribution Effective TimeDate, SpinCo shall issue and deliver to GPC Citrix a number of shares of SpinCo Common Stock equal to the difference of (i) 40,191,48226,868,269, minus (ii) the number of shares of SpinCo Common Stock held by GPC Citrix immediately prior to such issuance pursuant to Section 3.02(b) of the Separation Agreement and this Section 2.04(c)issuance.
Appears in 1 contract
Samples: Merger Agreement (LogMeIn, Inc.)
