Examples of Buyer Parent Stock in a sentence
Each Buyer Parent Performance RSU Award shall cover a number of shares of Buyer Parent Stock (rounded up or down to the nearest whole share) equal to the product obtained by multiplying (A) the applicable number of shares of Seller Parent Stock subject to the Seller Parent RSU Award as of immediately prior to the Closing (determined in accordance with the immediately prior sentence) by (B) the Exchange Ratio.
All the outstanding Buyer Parent Stock are, and all shares of Buyer Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights.
As of July 31, 2004, the authorized number of shares of (a) Buyer Parent Stock was 250,000,000, of which 19,243,878 were issued and 18,604,515 were outstanding and (b) class B common stock, par value $0.01 per share, of Buyer Parent was 100,000,000, of which 46,073,214 were issued and 45,046,662 were outstanding.
The price per share of Buyer Parent Stock shall be calculated based on the United States Dollar/Canadian Dollar exchange rate (expressed in United States Dollars) published in the Wall Street Journal on the business day immediately prior to the Closing Date.
As of the date hereof, there are 75,000,000 shares of Buyer Parent Stock issued and outstanding.
Each Seller acknowledges that no market exists for the Buyer Parent Stock or Parent Special Stock, and neither Buyer nor Parent intends to list the Buyer Parent Stock or Parent Special Stock on any exchange.
For purposes of calculating the Adjusted Purchase Price, the aggregate value of the Buyer Parent Stock shall be calculated as follows: the product of (x) the Buyer Parent Stock and (y) the Buyer Parent Average Share Price (the “Stock Portion of the Purchase Price”).
In the event that the Buyer Indemnitees elect to exercise their right to set-off against, reduce, retain or withhold providing any Equity Consideration under this Section 8.4, each share of Buyer Parent Stock, Parent Special Stock and Parent Stock shall have a deemed value equal to the 30-day VWAP determined as of the date of such Final Determination.
Each Seller has conducted his or her own due diligence in making a decision with respect to Buyer Parent Stock, has been furnished all materials relating to Buyer, Parent and Buyer Parent Stock (or any security deliverable or issuable in exchange therefor) which he, she or it has requested and has been afforded the opportunity to request any additional information necessary to evaluate an investment in Buyer Parent Stock (or any security deliverable or issuable in exchange therefor).
All Buyer Parent Stock issued to the Sellers at the time of issuance will be validly issued, fully paid and non-assessable, free of all claims and liens imposed or created by the Buyer or Parent, and shall be reflected in the stock records of Buyer so as to show the Sellers or their respective nominees as the record holder of all such shares.