Buyer Share Issuance definition

Buyer Share Issuance has the meaning set forth in Section 3.07(a).

Buyer Share Issuance shall have the meaning set forth in Section 4.5(a).

Buyer Share Issuance means the issuance by the Buyer of shares of its capital stock as contemplated by this Agreement and the Amended Plan, including (i) the issuance of the Plan Shares as contemplated by the Merger Agreement and the Amended Plan, (ii) the issuance of shares of Buyer Common Stock and, if applicable, shares of Class B Common Stock, par value $0.01 per share, of the Buyer ("Buyer Class B Common Stock") having the terms specified in the Buyer Charter Amendment upon exercise of Rights issued pursuant to the Rights Offering or issued to the Standby Purchasers (or their assignees or persons in substitution therefor) pursuant to the Standby Purchase Commitments in connection with the Rights Offering and, if a Rights Offering Adjustment shall have occurred, the issuance of shares of Buyer Common Stock upon exercise of Stockholder Rights issued pursuant to the Stockholder Rights Offering, and (iii) (A) if a Rights Offering Adjustment shall not have occurred, the issuance of the Buyer Warrants by the Buyer (x) pursuant to the Rights Offering, (y) to the Standby Purchasers in connection with the Rights Offering, and (z) pursuant to the Buyer Distribution, and the issuance of shares of Buyer Common Stock upon exercise of any of the foregoing Buyer Warrants, or (B) if a Rights Offering Adjustment shall have occurred, the issuance of the Buyer Participation Warrants by the Buyer (x) to the Standby Purchasers in connection with the Rights Offering and (y) pursuant to the Buyer Distribution, and the issuance of shares of Buyer Common Stock upon exercise of any of the foregoing Buyer Participation Warrants.

Examples of Buyer Share Issuance in a sentence

• The Buyer shall take all action reasonably necessary in accordance with applicable law, the rules of the Nasdaq National Market, this Agreement and the Buyer's Restated Certificate of Incorporation, as amended, and By-laws, as amended, duly to convene a meeting of its stockholders (the "Meeting") as promptly as practicable to consider and vote upon (i) the Buyer Charter Amendment in the form attached as Exhibit F hereto (the "Buyer Charter Amendment") and (ii) the Buyer Share Issuance.

• Buyer’s board of directors has directed that the Buyer Share Issuance be submitted to the Buyer’s shareholders for approval and no other vote of the shareholders of Buyer is required by Law, the Articles of Organization of Buyer, the Bylaws of Buyer or otherwise to approve this Agreement and the transactions it contemplates.

• The holders of Buyer Common Stock shall have approved the Buyer Share Issuance by the Requisite Buyer Shareholder Vote, as and to the extent required by Law.

• Except for the approval of the Buyer Share Issuance by the affirmative vote of a majority of the votes cast by the holders of Buyer Common Stock (the “Requisite Buyer Shareholder Approval”), and the adoption and approval of the Plan of Bank Merger by the board of directors of Buyer Bank and Buyer as the sole shareholder of Buyer Bank, no other corporate proceedings on the part of Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby.

• The affirmative vote of a majority of the votes cast by holders of Buyer Stock is required to approve the Buyer Share Issuance and the affirmative vote of a majority of the votes entitled to be cast by holders of Buyer Stock is required to approve the Buyer Charter Amendment.

• In furtherance of that obligation, Buyer shall take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold Buyer’s Shareholders’ Meeting as promptly as practicable for the purpose of considering and voting on the Buyer Share Issuance.

• This Agreement and the transactions contemplated hereby shall have received the Requisite Company Shareholder Approval and the Buyer Share Issuance shall have received the Requisite Buyer Shareholder Approval.

• Resolution 8, if approved, will allow theGroup to enter into recurrent transactions involving the interests of Related Parties, which are of a revenue or trading nature and necessary for theGroup’s day-to-day operations.

• Subject only to the approval of the Buyer Share Issuance by a majority of all votes cast by the holders of outstanding Buyer Common Stock at a meeting of the shareholders of Buyer at which a quorum exists (the “Requisite Buyer Shareholder Approval”), this Agreement and the transactions contemplated by this Agreement have been authorized by all necessary corporate action of Buyer.

• Except as provided in Section 2.08 and subject to Section 2.02(c), on the Buyer Share Issuance Date, Buyer shall issue to the Seller Members the Purchase Price Equity, pro rata in accordance with their respective Equity Percentages.

More Definitions of Buyer Share Issuance

Buyer Share Issuance means the issuance of Buyer Common Stock upon conversion of the Seller Common Stock pursuant to Section 3.1(a)(ii) of the Agreement.

Buyer Share Issuance means the issuance by the Buyer of shares of its capital stock as contemplated by this Agreement and the Amended Plan, including (i) the issuance of the Plan Shares as contemplated by the Merger Agreement and the Amended Plan, (ii) the issuance of shares of Buyer Common Stock and, if applicable, shares of Class B Common Stock, par value $0.01 per share, of the Buyer ("Buyer Class B Common Stock") having the terms specified in the Buyer Charter Amendment upon exercise of Rights issued pursuant to the Rights Offering or issued to the Standby Purchasers (or their assignees or persons in substitution therefor) pursuant to the Standby Purchase Commitments in connection with the Rights Offering, and (iii) the issuance of the Buyer Warrants issued by the Buyer (x) pursuant to the Rights Offering, (y) to the Standby Purchasers in connection with the Rights Offering , and (z) pursuant to the Buyer Distribution, and the issuance of shares of Buyer Common Stock upon exercise of any of the foregoing Buyer Warrants.

Buyer Share Issuance has the meaning set forth in Section 3.07(a) of this Agreement. “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act. “Cash Consideration” has the meaning set forth in Section 2.01(c) of this Agreement. “Cash Payment” has the meaning set forth in Section 2.06(a) of this Agreement. “Certificate” means any certificate or book entry statement which immediately prior to the Effective Time represents shares of Company Common Stock. “Closing” and “Closing Date” have the meanings set forth in Section 1.03 of this Agreement. “Code” means the Internal Revenue Code of 1986, as amended.