Examples of CellNet Common Stock in a sentence
The Company shall obtain such shares of CellNet Common Stock by exchanging shares of the CellNet Preferred Stock it holds with CellNet for CellNet Common Stock, pursuant to the terms of the CellNet Preferred Stock.
No fractional shares of CellNet Common Stock shall be issued as a result of exchange, but in lieu thereof such fractional interest shall be paid by the Company in cash based on the last reported sale price of CellNet Common Stock on the date the affected Preferred Securities are surrendered for exchange.
CellNet is obligated to pay dividends, consisting, at CellNet's option, of any combination of cash and CellNet Common Stock, to the Company so that it will be able to make the Liquidation Distribution in full.
A holder of a Preferred Security wishing to exercise its optional exchange right shall (i) deliver an exchange notice to CellNet (in such capacity, the "Exchange Agent"), (ii) if required, furnish appropriate endorsements and transfer documents and (iii) if required, pay all transfer or similar taxes, and the Exchange Agent shall, on behalf of such holder, exchange such Preferred Securities with the Company for shares of CellNet Common Stock and deliver such shares of CellNet Common Stock to such holder.
Following any exchange at the election of a holder of such holder's Preferred Securities into CellNet Common Stock, dividends will cease to accrue on such Preferred Securities and such holder will not be entitled to participate in the proceeds from the Treasury strips held by Funding.
If CellNet implements a stockholders' rights plan, such rights plan must provide that upon exchange of the Preferred Securities into CellNet Common Stock the holders will receive, in addition to the CellNet Common Stock issuable upon such exchange, such rights whether or not such rights have separated from the CellNet Common Stock at the time of such exchange.
The term "Fundamental Change" means the occurrence of any transaction or event in connection with which all or substantially of all of the outstanding shares of CellNet Common Stock shall be exchanged for, converted into, acquired for or constitute the right to receive stock, securities, other property or assets (including cash) of another entity or person (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise).
All shares of CellNet Common Stock delivered by CellNet upon such exchange will be duly authorized, validly issued and fully paid and nonassessable.
From and after the date of this Escrow Agreement until the earliest to occur of payment in full of the Obligations, payment in full in cash of all dividends accruing through August 1, 2001, an Automatic Exchange or the exchange of all of the Preferred Securities for CellNet Common Stock.
The Company has completed a transitional impairment test, as required by Statement No. 142, and has determined that there was no impairment of goodwill as of October 1, 2002.