Cerner Common Stock definition
Examples of Cerner Common Stock in a sentence
Upon such surrender, there shall be paid to the holder the amount of any dividends or other distributions (without interest) that theretofore became payable with record dates after the Effective Time, but that were not paid by reason of the foregoing, with respect to the number of whole shares of Cerner Common Stock represented by the certificates issued upon surrender, which amount shall be delivered to the Exchange Agent by Cerner from time to time as such dividends or other distributions are declared.
The authorized capital stock of Cerner consists of 150,000,000 shares of Cerner Common Stock and 1,000,000 shares of preferred stock.
Each holder of shares of Common Stock exchanged pursuant to the Merger who otherwise would have been entitled to receive a fraction of a share of Cerner Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof a cash payment (without interest and subject to the payment of any applicable withholding Taxes) in an amount equal to such fractional part of a share of Cerner Common Stock multiplied by the Average Cerner Stock Price.
By /s/ Robert Campbell ------------------------------------ Its Treasurer BANK OF AMERICA, N.A. By /s/ David A.
Upon surrender to the Exchange Agent of a Common Certificate evidencing Common Stock, together with such letter of transmittal duly executed, and any other required documents, the holder of such Common Certificate (other than those shares to be canceled pursuant to Section 2.1(e)(iii) of this Agreement) shall be entitled to receive in exchange therefor, certificates representing shares of Cerner Common Stock as set forth in this Article II, and such Common Certificate shall forthwith be canceled.
All of the issued and outstanding shares of capital stock of Cerner have been, and all of the Cerner Common Stock to be issued in exchange for shares of the Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly authorized and validly issued and outstanding and fully paid and nonassessable.
Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor, certificates representing shares of Cerner Common Stock as set forth in this Article II and the cash portion of the Merger Consideration, and such Certificate shall forthwith be canceled.
Cerner and DHT shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of shares of Cerner Common Stock in the Merger.
Each Shareholder, by reason of such Shareholder's knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of the investment in the Cerner Common Stock following the Merger, contemplated by the Merger Agreement.
No holder of a Common Certificate or Common Certificates shall be entitled to receive any dividend or other distribution from Cerner until the surrender of such holder's Common Certificate for a certificate or certificates representing shares of Cerner Common Stock.