CIMA Stock definition
Examples of CIMA Stock in a sentence
Each of Surviving Corporation, Cephalon and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of CIMA Common Stock or any holder of CIMA Stock Options or any other equity rights in CIMA, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the Treasury Regulations or any provision of state, local or foreign Tax Law.
On or prior to the Effective Time, CIMA and Holding Company shall take all actions necessary such that all CIMA Stock Options outstanding prior to the Effective Time under the CIMA Stock Plans are treated in accordance with the immediately preceding sentences.
To the extent that amounts are so withheld by Surviving Corporation, Cephalon or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of CIMA Common Stock or the holder of CIMA Stock Options or any other equity rights in CIMA, as applicable, in each case, in respect of which such deduction and withholding was made by Surviving Corporation, Cephalon or the Exchange Agent, as the case may be.
CIMA, aaiPharma and Holding Company shall use all reasonable best efforts to cause the shares of HoldCo Common Stock to be issued pursuant to the Mergers and to be issued upon the exercise of CIMA Stock Options or aaiPharma Stock Options following the Effective Time to be approved for listing on Nasdaq, subject to official notice of issuance, as promptly as practicable, and in any event before the Effective Time.
The shares of HoldCo Common Stock to be issued pursuant to the Mergers and to be issued upon the exercise of CIMA Stock Options and aaiPharma Stock Options following the Effective Time shall have been approved for listing on Nasdaq, subject to official notice of issuance.
Prior to the Effective Time, the CIMA Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of CIMA who is a CIMA Insider of shares of CIMA Common Stock or CIMA Stock Options pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16 of the Exchange Act.
As soon as practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, Holding Company shall deliver to the holders of CIMA Stock Options appropriate notices setting forth such holders' rights pursuant to the CIMA Stock Plans and the agreements evidencing the grants of such CIMA Stock Options shall continue in effect on the same terms and conditions.
Prior to the Closing, Holding Company shall take all corporate action necessary to reserve for issuance a sufficient number of shares of HoldCo Common Stock for delivery upon exercise of aaiPharma Stock Options and CIMA Stock Options after the Effective Time.
CIMA has previously made available to aaiPharma a complete and correct list setting forth as of August 4, 2003, (i) the number of CIMA Stock Options outstanding (listing grantee and exercise price), and (ii) the weighted average exercise price for all outstanding CIMA Stock Options, and complete and correct copies of the relevant written agreements, including amendments thereto, evidencing the grant of outstanding CIMA Stock Options.
Each such converted CIMA Stock Option shall remain subject to the terms and conditions of the CIMA Stock Plan pursuant to which such CIMA Stock Option was granted and the agreement evidencing the grant of such CIMA Stock Option.