Examples of CBS Common Stock in a sentence
Employee and director deferrals and director common stock equivalents and all other equity based compensation that references CBS Common Stock will as of and after the Effective Time, be deemed to refer to Viacom Class B Common Stock (as adjusted to reflect the Exchange Ratio).
The authorized capital stock of CBS consists of 1,100,000,000 shares of CBS Common Stock and 25,000,000 shares of preferred stock, par value $1.00 per share (the "CBS Preferred Stock").
As of the date of this Agreement, except for the issuance of shares of CBS Common Stock pursuant to the exercise of CBS Options and options to purchase 5,850,555 shares of Class A Common Stock, par value $0.01 per share, of Infinity, outstanding prior to August 31, 1999, no shares of capital stock of CBS or any of its subsidiaries have been issued since August 31, 1999.
CBS shall use its reasonable best efforts to cause the shares of CBS Common Stock issued and delivered to Gaylord hereunder to be registered pursuant to an effective registration statement under Section 5 of the Securities Act to be registered or otherwise duly qualified under all appropriate state securities or "blue sky" laws or regulations, and to be approved for listing on the NYSE.
When issued and delivered to Gaylord pursuant to this Agreement, the CBS Common Stock issued pursuant to this Agreement shall be duly authorized, validly issued, fully paid, non-assessable and not subject to preemptive rights.
The registration statement to be filed with respect to the shares of CBS Common Stock to be issued and delivered to Gaylord pursuant to the Mergers shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and CBS shall have received all state securities or "blue sky" authorizations necessary to issue the CBS Common Stock pursuant to the Mergers.
The issuance of the CBS Common Stock to Gaylord pursuant to this Agreement has been duly authorized by all necessary corporate action on the part of CBS.
Outdoor Americas shall cooperate with CBS in connection with all aspects of the IPO and/or Split-Off, including all matters relating to the issuance of, and delivery of evidence of the ownership of (including book-entry), the shares of Outdoor Americas Common Stock distributed to the holders of CBS Common Stock in connection with any transaction(s) included as part of the Split-Off.
The "Market Price" means the average of the daily closing prices per share of CBS Common Stock as reported on the NYSE Composite Transactions Tape (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Gaylord and CBS) for the fifteen (15) consecutive full NYSE trading days immediately preceding the third full NYSE trading day prior to the date on which the Closing Date shall occur.
For the avoidance of doubt, changes in Law shall not be considered to be within the control of CBS, and purchases of CBS Common Stock and Radio Existing Common Stock shall be considered within the control of CBS.