Class N Common Stock definition

Class N Common Stock has the meaning set forth in the recitals.
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Class N Common Stock means shares of Class N common stock of the Company, par value $0.01.
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Examples of Class N Common Stock in a sentence

  • Subject to the restrictions set forth in this Agreement and the Stockholders Agreement, the Purchaser shall have all rights of a holder of Class N Common Stock as set forth in the Certificate of Incorporation of the Surviving Corporation, which shall be amended and restated substantially in the form of Exhibit J of the Merger Agreement pursuant to Section 3.01 thereof.

  • The Company covenants and agrees that the per share purchase price of the shares of Class N Common Stock purchased by Purchaser pursuant to the terms of this Agreement shall be the same as the per share purchase price paid by Xxxxx for the shares of Class A Common Stock in connection with the transactions contemplated by the Merger Agreement.

  • The parties hereto agree that any such adjustment shall be made following the final release of any amounts from the Indemnity Escrow Fund, but such adjustment (i) shall take into account the total portion of the Indemnity Escrow Fund that is not paid to the Equityholders and is instead paid to any Person other than the Company or any of its Subsidiaries and (ii) shall be given effect from the original issuance of shares of Class N Common Stock pursuant to the terms of this Agreement.

  • For the avoidance of doubt, Parent shall agree for purposes of calculating the fair market value provisions of Parent’s management stockholders agreement, the fact that the shares of Class N Common Stock are non-voting will not be considered in any such calculations.

  • Each share of Class A Common Stock, Class L Common Stock and Class N Common Stock shall automatically convert into one share of Residual Common Stock on a one-for-one basis (a “ Residual Conversion”) (a) upon the written consent of each Principal Investor (as defined below) or (b) immediately prior to the consummation of an Initial Public Offering (as defined below).

  • Any Parent Class A-1 Common Stock or Parent Class A-2 Common Stock for which such holder of record has not, as of the Closing Date, properly submitted an Election Form shall remain outstanding as Surviving Class A-1 Common Stock or Surviving Class A-2 Common Stock, as applicable, in accordance with Section 2.1(c) (it being understood that the Parent Stockholders who are employees of Parent shall elect to receive Surviving Class N Common Stock).

  • Management Shares and Options: Provision shall be made such that shares held by management shall be shares of Class N Common Stock and management options shall be exercisable to purchase shares of Class N Common Stock.

  • For purposes of determining the fair market value of the Class N Common Stock, neither the Corporation nor the Board shall take into account the non-voting nature of the Class N Common Stock and each share of Class N Common Stock shall be deemed to have the same fair market value on a per share basis as the fair market value of all other shares and all other classes of common stock of the Corporation.

  • Conversion of Common Stock: The shares of Class A Common Stock, Class L Common Stock and Class N Common Stock shall automatically convert into shares of Residual Common Stock (on a one-for-one basis) (i) upon the written consent of each Principal Investor Group or (ii) upon the closing of an Initial Public Offering.

  • Each Other Stockholder hereby irrevocably consents to, approves, and elects to receive, Merger Consideration consisting solely of Surviving Class N Common Stock, pursuant to Section 2.1(a) and Section 2.2 of the Merger Agreement and covenants and agrees to so specify in an Election Form delivered to Parent prior to the Closing Date.

Related to Class N Common Stock

  • Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Company.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).

  • Class D Common Stock means the Class D Common Stock, par value $0.01 per share, of the Company.

  • Company Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.

  • Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.

  • Amalco Common Shares means common shares in the capital of Amalco;

  • Common Stock means the common stock of the Company.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).