Company Excluded Shares definition

Company Excluded Shares shall have the meaning set forth in Section 1.7(b)(ii).
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Company Excluded Shares. Section 4.2(c) “Company Leases” Section 5.26
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Company Excluded Shares. Section 2.1(c) “Company Merger” Recitals
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Examples of Company Excluded Shares in a sentence

  • Subject to Sections 2.3(e), (f), (g) and (h), the Exchange Agent will deliver to holders of Delaware Company Stock Certificates (other than those representing Delaware Company Excluded Shares) in accordance with Section 2.3(b) the Merger Consideration and any other amounts payable to such holders pursuant to this Article II.

  • Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) owned by the Company or any of its wholly owned Subsidiaries or by Parent or any of its wholly owned Subsidiaries immediately before the Effective Time (collectively, the “Company Excluded Shares”) shall be cancelled automatically and shall cease to exist, and no consideration shall be paid for those Company Excluded Shares.

  • Common Stock (other than Company Excluded Shares and Appraisal Shares).

  • The Company Special Committee has unanimously duly adopted resolutions (i) determining that the terms of this Agreement and the Transactions are fair to and in the best interests of the Company and the Company Stockholders (other than the holders of Company Excluded Shares), (ii) recommending to the Company Board to adopt resolutions approving, adopting and declaring advisable this Agreement and the Transactions and (iii) providing for the Company Special Committee Recommendation.

  • Each share of common stock, par value $0.00001 per share, of the Company (“Company Common Stock”) owned by the Company or any of its wholly owned Subsidiaries or by Parent or any of its wholly owned Subsidiaries immediately before the Effective Time (collectively, the “Company Excluded Shares”) shall be cancelled automatically and shall cease to exist, and no consideration shall be paid for those Company Excluded Shares.

  • Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time and owned by the Company as treasury stock or by any direct or indirect Subsidiary of the Company ("Excluded Shares") shall be canceled automatically and shall cease to exist, and no payment shall be made in respect thereof.

  • Pursuant to the terms of the Merger Agreement, each share of common stock of the Company outstanding immediately prior to the effective time of the merger (the “Merger Effective Time”) (other than any Company Excluded Shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into (1) the right to receive $6.25 in cash, and (2) .5427 shares of a Parent common stock, with cash being paid in lieu of any fractional shares.

  • Pursuant to the terms of the Merger Agreement, each share of common stock of the Company outstanding immediately prior to the effective time of the merger (the “Merger Effective Time”) (other than any Company Excluded Shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into (1) the right to receive $6.25 in cash, and (2) .5427 shares of Parent common stock, with cash being paid in lieu of any fractional shares.

  • Subject to Section 4.5, at the Effective Time, by virtue of the Acquisition Merger and this Agreement and without any action on the part of the Purchaser, Merger Sub, the Company or the Pre-Closing Company Stockholders, the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Company Excluded Shares) shall be canceled in exchange for the right to receive Closing Payment Stock.

  • At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of Purchaser, Merger Sub or the Company, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Company Excluded Shares and Company Dissenting Shares) shall be canceled and automatically converted into the right to receive, without interest, the applicable number of Purchaser Ordinary Shares for such number of Company Ordinary Shares as specified in this Agreement.


More Definitions of Company Excluded Shares

Company Excluded Shares means (i) any shares of Company Common Stock held by Parent, the Company or any of their respective direct or indirect wholly owned subsidiaries, in each case except for any such shares held on behalf of third parties, and (ii) any Appraisal Shares.
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Company Excluded Shares shall have the meaning set forth in Section 4.1(c).
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Related to Company Excluded Shares

  • Excluded Shares has the meaning set forth in Section 2.1(b).

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

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

  • Excluded Securities means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date) and (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).

  • Dissenting Shares has the meaning set forth in Section 3.3.

  • 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.

  • Company Option means an option to purchase shares of Company Common Stock.

  • 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.

  • Company Warrants means all warrants representing the right to purchase shares of Company Common Stock.

  • Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Option Plan.

  • Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.

  • Company Options means options to purchase shares of Company Common Stock issued by the Company (including, but not limited to, options issued to Employees).

  • Company Preferred Shares means the Company Series A Preferred Shares and the Company Series B Preferred Shares.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;