TPG COMMON STOCK Sample Clauses

TPG COMMON STOCK. Each share of TPG Common Stock issued and outstanding immediately prior to the Effective Time (other than any TPG Dissenting Shares, if applicable) shall be converted, subject to SECTION 4.2(E), into the right to receive a number of fully paid and nonassessable shares of the Surviving Corporation Common Stock equal to the TPG Exchange Ratio. At the Effective Time, all shares of TPG Common Stock outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with SECTION 4.2 (or in case of a lost, stolen or destroyed stock certificate, compliance with the provisions of SECTION 4.2(I)), certificates evidencing such number of whole shares of Surviving Corporation Common Stock into which such TPG Common Stock was converted in accordance with the first sentence of this SECTION 4.1(B). At the Effective Time, the holders of such certificates evidencing such shares of TPG Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by Law. No fractional share of Surviving Corporation Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to SECTION 4.2(E).
Sample 1
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Related to TPG COMMON STOCK

  • 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.

  • 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

  • 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.

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

  • 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.

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

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

  • 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 Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

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