Company Common Stock Certificate definition

Company Common Stock Certificate shall have the meaning assigned to it in Section 1.5(c).
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Company Common Stock Certificate means a certificate representing shares of Company Class A Common Stock or Company Common Stock that are issued and outstanding as of immediately prior to the First Effective Time, or an electronic book entry on the Company’s electronic stock ledger. For the avoidance of doubt, if and to the extent outstanding shares of Company Class A Common Stock or Company Common Stock are represented by certificates held in electronic form, then references herein to “Company Common Stock Certificate” shall refer to such certificate in electronic form.
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Company Common Stock Certificate is defined in Section 2.7(c).
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Examples of Company Common Stock Certificate in a sentence

  • If any Company Common Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Common Stock Certificate to provide an appropriate affidavit and indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such lost, stolen or destroyed Company Common Stock Certificate.

  • Whether or not a Company Common Stock Certificate is surrendered, from and after the Effective Time of the Merger, such Certificate shall under no circumstances evidence, represent or otherwise constitute any stock or other interest whatsoever in the Company, the Surviving Corporation or any other person, firm or corporation.

  • Until so surrendered, each outstanding Company Common Stock Certificate shall be deemed for all purposes to represent the Cash Conversion Amounts for the shares represented by the Certificate.

  • Until so surrendered, each outstanding Company Common Stock Certificate shall be deemed for all purposes to represent the Common Cash Conversion Amounts for the shares represented by the Certificate.

  • Until so surrendered, each outstanding Company Common Stock Certificate shall be deemed for all purposes to represent the Common Payment for the shares represented by the Certificate.

  • Until surrendered as contemplated by this Section 2.4, each Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.4.

  • In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee of the record holder of such Company Shares if the Company Common Stock Certificate representing such Company Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

  • Upon surrender of a Company Common Stock Certificate to the Paying Agent pursuant to instructions received by a holder of Company Common Stock together with the Transmittal Letter duly executed, notarized and completed in accordance with the instructions thereto, the Paying Agent shall promptly arrange to deliver to each such holder of Company Common Stock a portion of the Merger Consideration calculated pursuant to Section 2.5(a), less the amount of any withholding that is required by applicable Tax Law.

  • After the First Effective Time, each Company Common Stock Certificate, Company Option, Company SAR or Company Note, as applicable, shall represent only the right to receive the applicable portion of the Merger Consideration or Aggregate Award Payouts, as applicable, provided for herein as contemplated by this Article II.

  • No dividend or other distributions declared or made after the Effective Time with respect to the Parent Common Stock shall be remitted to any person entitled to receive shares of Parent Common Stock until such person surrenders the Company Common Stock Certificate or Company Common Stock Certificates, at which time such dividends shall be remitted to such persons, without interest.


More Definitions of Company Common Stock Certificate

Company Common Stock Certificate has the meaning set forth in Section 3.5(a)(ii).
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Related to Company Common Stock Certificate

  • Company Stock Certificate shall have the meaning set forth in Section 1.6.

  • Company Common Shares means the common shares in the capital of the Company.

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

  • Stock Certificate With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative.

  • Stock Certificates has the meaning set forth in Section 2.2(a)(ii).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cooperative Stock Certificate With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

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

  • Company Warrants means warrants to purchase shares of Company Common Stock.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

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

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

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

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Restricted Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Company Shares means the common shares in the capital of the Company;

  • Company Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.