Acquiror Common Shares definition
Examples of Acquiror Common Shares in a sentence
Such Sponsor’s Acquiror Common Shares and Acquiror Warrants are the only equity securities in Acquiror owned of record or beneficially by such Sponsor on the date of this Sponsor Agreement, and none of such Sponsor’s Acquiror Common Shares or Acquiror Warrants are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Acquiror Common Shares or Acquiror Warrants, except as provided hereunder and under the Voting Letter Agreement.
Acquiror has reserved for issuance under a stock option plan or plans of Acquiror a sufficient number of Acquiror Common Shares to cover the exercise of the Options and Warrants to be assumed by Acquiror in accordance with Section 4.1(d).
Acquiror shall have obtained the approval for the listing of the Acquiror Common Shares issuable in the Merger on the NYSE, subject to official notice of issuance.
The Acquiror Common Shares issued pursuant to Article IV will, when issued, be validly issued, fully paid and nonassessable and no person will have any preemptive right of subscription or purchase in respect thereof.
The affirmative vote or consent of that number of Acquiror Common Shares that constitutes a majority of the votes cast at the Acquiror Meeting is required by the NYSE to approve the Share Issuance; provided that, the vote of over fifty percent (50%) of the outstanding Acquiror Common Shares have been cast at such meeting.
Acquiror has taken all necessary action to permit it to issue the number of Acquiror Common Shares required to be issued in connection with the Share Exchanges as contemplated by Section 4.4. The Acquiror Common Shares issued pursuant to Article IV will, when issued, be validly issued, fully paid and nonassessable and no person will have any preemptive right of subscription of purchase in respect thereof.
Such Acquiror Common Shares will, when issued, be registered under the Exchange Act and the issuance thereof in the Share Exchanges will be exempt from registration under the Securities Act, and any applicable state securities laws and will, when issued, be listed on the NYSE, subject to official notice of issuance.
Notwithstanding any other provision of this Agreement, each holder of Acquiror Common Shares converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of Holdings Common Share shall receive, in lieu thereof, cash, without interest, in an amount equal to such fractional part of a Holdings Common Share multiplied by ten U.S. dollars ($10).
The Acquiror Common Shares issued pursuant to the Merger will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities laws and will, when issued, be listed on the NYSE, subject to official notice of issuance.
Subject to the terms and conditions contained herein, the issuance of Acquiror Common Shares in connection with the Merger (the "Share Issuance") shall be submitted for approval to the holders of Acquiror Common Shares to the extent required by the rules and regulations of the NYSE.