Acquiror Common Share definition
Examples of Acquiror Common Share in a sentence
At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each Acquiror Common Share that is issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Subject to Section 2.2(f), each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(a)) shall be converted into the right to receive (i) 0.6788 of an Acquiror Common Share and (ii) $2.46 in cash (the "Cash Consideration") (together, (i) and (ii) being referred to herein as the "Merger Consideration").
Each uncertificated Acquiror Common Share or certificated share of Company Common Stock shall at any time after the Merger Effective Time or Acquisition Effective Time, as applicable, represent only the right to receive, upon compliance with these requirements, the Merger Consideration or Company Consideration pursuant to Section 3.3 and this Section 3.4.
In consideration of the issuance and delivery of such Acquiror Common Share, Callco or Canco, as the case may be, shall pay a purchase price equal to the fair market value of such Acquiror Common Share.
The Company shall coordinate with the Acquiror the payment of any dividends with respect to any quarter of 1999, it being the intention of the parties that holders of the Company Common Shares shall not receive two dividends, or fail to receive one dividend, for any single calendar quarter with respect to their Company Common Shares or any Acquiror Common Share.
Until surrendered as contemplated by this Section 3.02, each Acquiror Common Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration which the holders of Acquiror Common Shares were entitled to receive in respect of such shares pursuant to this Section 3.02 (and cash in lieu of fractional shares pursuant to Section 3.04 plus any dividends declared after the Effective Time which are unpaid, if any).
Until surrendered as contemplated by Section 2.4(e), each Acquiror Common Share will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the RH Per Share Merger Consideration that the holders of Acquiror Common Shares were entitled to receive in respect of such shares pursuant to this Section 2.4(c).
In the event a holder of Acquiror Common Shares or Company Common Stock does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal, where applicable, such Person shall not be entitled to receive the Merger Consideration or Company Consideration relating to such uncertificated Acquiror Common Share or certificated share of Company Common Stock unless and until such Person delivers a duly executed and completed Letter of Transmittal, as applicable, to the Exchange Agent.
Until surrendered as contemplated by this Section 3.4(c), each Acquiror Common Share or shares of Company Common Stock shall be deemed at any time from and after the Merger Effective Time or Acquisition Effective Time, as applicable, to represent only the right to receive upon such surrender the Merger Consideration or Company Consideration which the holders of Acquiror Common Shares or shares of Company Common Stock were entitled to receive in respect of such shares pursuant to this Section 3.4(c).
Until surrendered as contemplated by this Section 4.02(b), each Acquiror Common Share shall be deemed at any time from and after the Delaware Merger Effective Time to represent only the right to receive upon such surrender the Per Share Delaware Merger Consideration which the holders of Acquiror Common Shares were entitled to receive in respect of such shares pursuant to this Section 4.02(b) (plus any dividends declared after the Delaware Merger Effective Time which are unpaid, if any).