Nouveau Common Stock Sample Clauses

Nouveau Common Stock. (i) Each share of Nouveau Common Stock outstanding at the Effective Time shall be converted into, and exchanged for, one share of Nouveau-Delaware Common Stock, except that shares of Nouveau Common Stock held in Nouveau's treasury or owned by Nouveau-Delaware or NAC at the Effective Time shall be cancelled. (ii) Subject to the provisions of the last clause of the first sentence of Section 3.1(a)(i), after the Effective Time, each holder of an Old Certificate theretofore representing shares of Nouveau Common Stock, upon surrender thereof to Nouveau- Delaware, shall be entitled to receive in exchange therefor one share of Nouveau-Delaware Common Stock for each share of Nouveau Common Stock represented by such holder's Old Certificates. Nouveau-Delaware shall make available as soon as practicable after the Effective Time certificates representing the shares of Nouveau-Delaware Common Stock into and for which the shares of Nouveau Common Stock theretofore represented by such surrendered Old Certificates have been exchanged and converted. Until surrendered and exchanged, each Old Certificate shall, after the Effective Time, be deemed for all corporate purposes to represent only the right to receive the shares of Nouveau-Delaware Common Stock to which the holder thereof is entitled pursuant to this Section 3.1. No dividend or liquidating or other distribution, if any, payable subsequent to the Effective Time to holders of record of shares of Nouveau Common Stock at a time prior to the Effective Time shall be paid to the holders of Old Certificates; provided, however, that upon surrender and exchange of such Old Certificates there shall be paid (subject to the last sentence of this Section 3.1(a)(ii)) to the record holders of the shares of Nouveau-Delaware Common Stock issued in exchange therefor the amount, without interest thereon, of dividends and liquidating or other distributions, if any, declared by Nouveau payable to holders of record of shares of Nouveau Common Stock at a time prior to the Effective Time, but payable subsequent to the Effective Time. No dividends shall be paid on the shares of Nouveau-Delaware Common Stock issuable in the Merger in exchange for shares of Nouveau Common Stock; provided, however, that no dividend or other payment payable after the Effective Time with respect to the shares of Nouveau-Delaware Common Stock issuable in exchange for shares of Nouveau Common Stock shall be paid to the holder of any unsurrendered Old Certificate ...
Sample 1
AutoNDA by SimpleDocs

Related to Nouveau Common Stock

  • 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.

  • 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.

  • 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.

  • Listing of Common Stock The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

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

  • 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;

  • Price of Common Stock The Company has not taken, and will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of the Common Stock to facilitate the sale or resale of the Shares.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • 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.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

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