OUTSTANDING COMMON SHARES Sample Clauses

OUTSTANDING COMMON SHARES. Subject to the other provisions of this Section 1.9, each share of common stock, $5.00 par value, of the Company (the "Common Shares") issued and outstanding immediately prior to the Effective Time (other than shares held as treasury shares by the Company and Dissenting Shares (as defined in Section 1.13 below)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into (i) the right to receive $29.50 in cash, without interest (subject to adjustment as provided in Section 1.9.2 below, the "Cash Price"), or (ii) the right to receive the fraction (rounded to the nearest ten-thousandth of a share) of a validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of PennCorp ("PennCorp Common Stock") determined by dividing the Cash Price by the PennCorp Share Price (as defined below) (the "Exchange Ratio") or (iii) the right to receive a combination of cash and shares of PennCorp Common Stock determined in accordance with Section 1.9.3 or Section 1.9.4 below. The "PennCorp Share Price" shall be equal to the Trading Average (as defined below); provided, however, that (x) if the Trading Average is less than $31.658 then the PennCorp Share Price shall be $31.658, and if the Trading Average is greater than $38.693, then the PennCorp Share Price shall be $38.693, (y) under certain circumstances set forth in Section 6.3.4, it shall be a condition to the Company's obligation to effect the Merger that the Trading Average shall not be less than $28.140, and (z) under certain circumstances set forth in Section 6.2.5, it shall be a condition to PennCorp's obligation to effect the Merger that the Trading Average shall not be greater than $42.210. The "Trading Average" shall be equal to the average of the closing prices of the PennCorp Common Stock on the New York Stock Exchange ("NYSE") Composite Transactions Reporting System, as reported in the Wall Street Journal, for the 20 trading days immediately preceding the second trading day prior to the Effective Time.
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OUTSTANDING COMMON SHARES. Subject to the other provisions of this Section 1.9, each share of common stock, $1.00 par value, of the Company (the "Common Shares") issued and outstanding immediately prior to the Effective Time (other than shares held as treasury shares by the Company and Dissenting Shares (as defined in Section 1.12)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive $16.00 in cash, without interest (the "Merger Consideration").
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OUTSTANDING COMMON SHARES. The Corporation shall not do or omit to do -------------------------- any thing or take any action if the result of such act or omission could reasonably be expected to be that the ownership of Common Shares by the Subscriber would exceed 10% of the number of then outstanding Common Shares, assuming the issue of the Purchased Securities.
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OUTSTANDING COMMON SHARES. For a period of at least 24 months after the Closing Date, the Corporation shall not do or omit to do anything or take any action if the result of such act or omission could reasonably be expected to be that the ownership of Common Shares by Newmont, including any shares issuable on the exercise of warrants, would exceed 19.99% of the number of then outstanding Common Shares.
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OUTSTANDING COMMON SHARES. The Company shall not do or omit to do any thing or take any action if the result of such act or omission could reasonably be expected to be that the ownership of Common Shares by the Subscriber would exceed 10% of the number of then outstanding Common Shares, assuming the issue of the Securities.
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OUTSTANDING COMMON SHARES. Section 1.9.2 TREASURY SHARES . . . . . . . . . . . . 11 SECTION 1.10 EXCHANGE OF CERTIFICATES AND RELATED MATTERS . 11 Section 1.10.1
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OUTSTANDING COMMON SHARES. The Seller is the record, legal and beneficial owner of the Outstanding Common Shares, free and clear of any Encumbrance other than the Seller Partnership Documents. Upon delivery to the Buyer of the Outstanding Common Shares at the Closing, the Buyer’s causing the payment of the Purchase Price and registration of the Outstanding Common Shares in the names of the Buyer in the record of shares of beneficial interest of the Company, the Buyer shall acquire the Outstanding Common Shares free and clear of any Encumbrance other than Encumbrances that may be created by the Buyer.
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Related to OUTSTANDING COMMON SHARES

  • Outstanding Shares On the Closing Date, Pubco shall have no more than 55,000,000 common shares issued and outstanding in the capital of Pubco after giving effect to issuance of the Pubco Shares and the share cancellations described in this Agreement.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

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

  • Outstanding Debt CONTRACTOR shall have no outstanding debt with COUNTY, or shall be in the process of resolving outstanding debt to ADMINISTRATOR’s satisfaction, prior to entering into and during the term of this Contract.

  • Outstanding The term "

  • 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.

  • Outstanding Warrants Only The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption is met. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • 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.

  • 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;

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