Examples of Company Shares in a sentence
No certificates or scrip or shares representing fractional shares of IAC Class A Common Stock or IAC Series C Preferred Stock shall be issued upon the exchange of Company Shares, and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of IAC or a holder of shares of IAC.
None of IAC or the Surviving Corporation shall be liable to any holder of Company Shares for any such Company Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with Section 3.02(c).
Notwithstanding anything in this Agreement to the contrary, each of the Surviving Corporation, IAC and Merger Sub shall be entitled to deduct and withhold from amounts (including shares or other property) otherwise payable, issuable or transferable pursuant to this Agreement to any holder of Company Shares such amounts as it is required to deduct and withhold with respect to such payment, issuance or transfer under the Code or any provision of state, local or non U.S. Tax Law.
At the first Closing Date, the Company will enter into an agreement with the affiliate to purchase the number of Portfolio Company Shares for a total purchase price equal to or greater than the proceeds received at that Closing Date (the “Affiliate Purchase Agreement”).
The Per Share Common Stock Consideration or Per Share Preferred Stock Consideration payable upon conversion of the Company Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Shares.