Examples of API Common Stock in a sentence
If a fractional share interest results after such aggregation, each holder of a fractional share interest shall be paid an amount in cash equal to the product obtained by multiplying such fractional share interest by the average of the closing price per share of API Common Stock as reported on the New York Stock Exchange - Composite Transactions on each of the ten (10) consecutive trading days ending on and including the fifth (5th) trading day immediately preceding the Closing Date.
Neither the Exchange Agent nor any party to this Agreement shall be liable to any ZERO Stockholder for any shares of ZERO Common Stock or API Common Stock (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.
All shares of API Common Stock issued upon conversion of the ZERO Common Stock in accordance with the terms of this Agreement (and any cash paid pursuant to Section 2.8(e) of this Agreement) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the ZERO Common Stock.
API shall use reasonable best efforts to cause the shares of API Common Stock to be issued or reserved for issuance pursuant to this Agreement to be approved for listing on the New York Stock Exchange, subject to official notice of issuance.
API is duly and lawfully authorized by its -------------- Articles of Association, as amended, to issue 500 million shares of API common stock ("API Common Stock") $.01 par value per share of which as of the date hereof, there are 5,921,434 issued and outstanding shares.
This Agreement, the Merger and the other transactions contemplated by this Agreement shall have received the requisite approval and authorization of the ZERO Stockholders and the issuance of shares of API Common Stock pursuant to this Agreement shall have received the requisite approval and authorization of the API Stockholders.
Registration Statement" shall mean a registration statement on Form S-4 to be filed under the Securities Act by API in connection with the Merger for purposes of registering the shares of API Common Stock to be issued in the Merger pursuant to Article II of this Agreement.
The parties agree that the assets and business of the ZERO Companies as a going concern and the API Common Stock constitute unique property.
The API Common Stock issuable pursuant to the Merger shall have been registered or shall be exempt from registration or qualification under applicable state "blue sky" or securities Laws.
All of the outstanding shares of API Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of preemptive rights.