Atlantic Common Stock definition

Atlantic Common Stock means the common stock, par value $.001 per share, of Atlantic.

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Atlantic Common Stock shall have the meaning set forth in the recitals to this Agreement. (h) "Register." The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement by the Commission. (i) "Registrable Securities" means (i) shares of Atlantic Common held by DigiTar as of the date of this Agreement and (ii) any other securities issuable in respect of the shares of Atlantic Common (including, without limitation, by reason of a stock split, stock dividend, recapitalization, merger, consolidation or similar event). Notwithstanding the foregoing, shares of Atlantic Common Stock and such other securities shall only be treated as Registrable Securities if and so long as they have not been sold to or through a broker or dealer or underwriter in a public distribution or a sale pursuant to Rule 144 or Rule 145. (j) "Registration Expenses" shall mean all expenses, except as otherwise stated below, incurred by Atlantic and/or DigiTar in complying with Sections 2 and 3 hereof, including, without limitation, the registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel and accountants for Atlantic and/or DigiTar, blue sky fees and expenses and all internal expenses of Atlantic and/or DigiTar (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties). (k) "Registration Statement" shall mean the registration statement of Atlantic filed with the Commission which covers the Registrable Securities on an appropriate form, ▇▇-▇, ▇-▇, etc., under the Securities Act, together with all amendments and supplements to such registration statement, including post-effective amendments, including any Prospectus contained therein, all exhibits thereto and all material incorporated by reference into the registration statement, all amendments and supplements and the Prospectus. (l) "Securities Act" shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time. (m) "Selling Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the Registrable Securities. <PAGE> (n) "Underwriter" means any underwriter of Registrable Securities in connection with an offering thereof.

Atlantic Common Stock shall have the meaning set forth in the recitals to this Agreement.

Examples of Atlantic Common Stock in a sentence

• The number of shares of ▇▇▇▇ Atlantic Common Stock to be delivered by ▇▇▇▇ Atlantic in connection with any Tax-Free Transaction shall be reduced by an amount equal to (i) the Tax-Free Transaction Amount, divided by (ii) the Trading Price, but the Monetizable Interests Percentage shall be determined without taking the foregoing reduction into account.

• The whole shares of ▇▇▇▇ Atlantic Common Stock to be delivered to such holder shall be delivered in book entry form, unless such holder shall timely elect in writing to receive the certificates representing such shares.

• The rights of Holders with respect to the registration rights granted pursuant to this Annex A shall remain in effect, subject to the terms hereof, so long as ▇▇▇▇ Atlantic Common Stock may be acquired by a Holder pursuant to the Investment Agreement or there are Registrable Securities issued and outstanding.

• The Consideration Notice shall set forth the proportions of cash or ▇▇▇▇ Atlantic Common Stock to be delivered by ▇▇▇▇ Atlantic, Wireless or any third party designated in such notice by ▇▇▇▇ Atlantic (and for whose obligations ▇▇▇▇ Atlantic shall be primarily liable), respectively.

• No provision of this Annex A may be waived or amended except in a written instrument signed, in the case of an amendment, by both ▇▇▇▇ Atlantic and the Holders (or, prior to the first date that any ▇▇▇▇ Atlantic Common Stock has been issued at any Monetization Closing, Vodafone); or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.

• The Realizable Value of ▇▇▇▇ Atlantic Common Stock shall be determined in a process identical to that set forth in Section 5.2(a)(i) and (a)(ii) for the determination of Monetizable Interests Percentage.

• Notwithstanding the foregoing, neither Ameris nor the Exchange Agent shall be liable to any holder of Atlantic Common Stock for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• The Merger Consideration paid in accordance with the terms of this Article I with respect to any Atlantic Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining thereto.

• At the Effective Time, ▇▇▇▇ Atlantic shall deposit, or cause to be deposited, with the Exchange Agent certificates representing ▇▇▇▇ Atlantic Common Stock for exchange for Old Certificates in accordance with the provisions of Section 2.2 hereof (such certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange Fund").

• Such cancelled and retired shares of Atlantic Common Stock are referred to collectively as the “Cancelled Shares”.