Acquiror Capital Stock definition

Acquiror Capital Stock means the Acquiror Common Stock and the Acquiror Preferred Stock, collectively.
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Acquiror Capital Stock means, to the extent issued by Acquiror, any shares of common stock (including Acquiror Common Stock), preferred stock, restricted stock, restricted stock units, stock appreciation rights, stock-based performance units, phantom units, capital stock equivalents, mandatorily convertible instruments or similar synthetic instruments or other capital stock or nominal interests in Acquiror, including any stock, other securities or interests that are treated as equity for purposes of Section 355 of the Code, or that are treated as an option under Treasury regulations Section 1.355-7(e).
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Acquiror Capital Stock means, to the extent issued by Acquiror, any shares of common stock (including Acquiror Common Stock), preferred stock, restricted stock, restricted stock units, stock appreciation rights, stock-based performance units, phantom units, capital stock equivalents, mandatorily convertible instruments or similar synthetic instruments or other capital stock or nominal interests in Acquiror, including any stock, other securities or interests that are treated as equity for purposes of Section 355 of the Code, or that are treated as an option under Treasury regulations Section 1.355-7(e). 1 NTD: SpinCo is currently a Delaware LLC, but will be converted to a Delaware corporation.
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Examples of Acquiror Capital Stock in a sentence

  • All of the issued and outstanding shares of Acquiror Capital Stock have been, and those shares of Acquiror Common Stock to be issued pursuant to the Merger will be, duly authorized and validly issued and fully paid, nonassessable and free of preemptive rights.

  • At the Effective Time, holders of the MailKey Loan Units (the "MAILKEY LOAN UNIT HOLDERS") shall be entitled to receive, in exchange therefore, loan units (the "ACQUIROR LOAN UNITS"; together with the Acquiror Capital Stock, Acquiror Warrants, and Acquiror Options, the "ACQUIROR SECURITIES") convertible into shares of Acquiror Common Stock, substantially on the terms of the Form of Loan Unit attached hereto as EXHIBIT 1.2(E).

  • All shares of outstanding Acquiror Common Stock and Acquiror Preferred Stock and rights to acquire Acquiror Capital Stock were issued in compliance with all applicable federal and state securities laws.

  • As of the date of this Agreement, except as set forth in Section 4.5(a) and this Section 4.5(b), no shares of Acquiror Capital Stock or options, warrants or other securities convertible into or exercisable or exchangeable for shares of Acquiror Capital Stock are issued, reserved for issuance or outstanding (other than shares of Acquiror Common Stock issuable upon exercise or vesting of Acquiror Equity Awards outstanding as of the Acquiror Capitalization Date).

  • No dividends or other distributions with respect to Acquiror Capital Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Acquiror Capital Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate.

  • Except as disclosed in the SEC Reports, Acquiror is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to Acquiror Capital Stock or any other equity interests of Acquiror.

  • The Acquiror Capital Stock has the rights, preferences, privileges and restrictions set forth in the Acquiror Charter.

  • Acquiror shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions applicable to the issuance of the Acquiror Capital Stock in connection with the Merger.

  • Target shall use its commercially reasonable efforts to assist Acquiror to comply with the securities and blue sky laws of all jurisdictions applicable to the issuance of Acquiror Capital Stock in connection with the Merger.

  • Except as described above, there are no other contracts, commitments or agreements relating to voting, purchase or sale of Acquiror Capital Stock (a) to which Acquiror is a party, and (b) to Acquiror's knowledge, between or among any of Acquiror's stockholders.


More Definitions of Acquiror Capital Stock

Acquiror Capital Stock means all classes or series of capital stock of Acquiror (or any entity treated as a successor to Acquiror), including (i) the Acquiror Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments treated as stock in Acquiror (or any entity treated as a successor to Acquiror) for U.S. federal income tax purposes.
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Acquiror Capital Stock means, collectively, the Acquiror Common Stock, the Acquiror Preferred Stock and any other class or series of capital stock of Acquiror.
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Acquiror Capital Stock means all of the issued and outstanding capital stock of Acquiror.
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Acquiror Capital Stock means any shares of common stock (including Acquiror Common Stock), preferred stock (including the Series A Preferred Stock), restricted stock, restricted stock units, stock appreciation rights, stock-based performance units, phantom units (including the Phantom Units), capital stock equivalents or similar synthetic instruments or other capital stock or nominal interests in Acquiror, including any stock, other securities or interests that could be designated as equity for purposes of Section 355 of the Code.
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Acquiror Capital Stock has the meaning specified in Section 5.12(a).
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Related to Acquiror Capital Stock

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity.

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

  • Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2).

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Excluded Capital Stock means:

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • Treasury Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Common Shares means the common shares in the capital of the Corporation;

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Company Shares means the common shares in the capital of the Company;

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Parent Warrants has the meaning set forth in Section 5.3(a).

  • Amalco Shares means the common shares in the capital of Amalco;