Contingent Stock Rights Agreement definition

Contingent Stock Rights Agreement means the Contingent Stock Rights Agreement by and between the Company and American Stock Transfer & Trust Company, LLC dated as of March 9, 2020.
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Contingent Stock Rights Agreement means that certain Contingent Stock Rights Agreement, to be entered into prior to or in connection with the Closing, by and among TortoiseCorp III, Xxxxxx Xxxx and Continental, substantially in the form attached to the Original Business Combination Agreement as Exhibit D thereto, as such Contingent Stock Rights Agreement is amended after the date of this Agreement to, among other things, add Pubco as a party.
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Contingent Stock Rights Agreement means the Contingent Stock Rights Agreement by and between Menlo Therapeutics Inc. and American Stock Transfer & Trust Company, LLC.]
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Examples of Contingent Stock Rights Agreement in a sentence

  • Additionally, employees who have rendered service to Capital & Credit for five or ten years were also specially recognized.

  • The payment of cash in lieu of fractional shares of Menlo Common Stock pursuant to this Section 2.1(f) and the Contingent Stock Rights Agreement is not a separately bargained-for consideration.

  • No dividends or other distributions shall be paid or made in respect of any Contingent Stock Right except following conversion of any Contingent Stock Right into shares of Menlo Common Stock in accordance with the terms of the Contingent Stock Rights Agreement.

  • No broker, investment banker, financial advisor or other Person, other than Menlo Financial Advisor, the fees and expenses of which will be paid by Menlo, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement and the Contingent Stock Rights Agreement based upon arrangements made by or on behalf of Menlo.

  • Such resolutions are sufficient to render the provisions of Section 203 of the DGCL inapplicable to this Agreement and the other Transaction Agreements, the Merger, the Share Issuance and the other transactions contemplated by this Agreement and the Contingent Stock Rights Agreement.

  • In the event the Exchange Ratio is adjusted pursuant to this Section 2.1(g)(i), the replacement Exchange Ratios referenced in Section 2.1(g)(ii)(B) and (C) and in Section 7(b)(i)(1) and (2) of the Contingent Stock Rights Agreement shall be adjusted to reflect such adjustment.

  • No fraction of a share of Menlo Common Stock will be issued upon conversion of any Contingent Stock Right pursuant to the Contingent Stock Rights Agreement and in lieu of such fractional shares, an amount in cash shall be paid to the holder of such Contingent Stock Right pursuant to the Contingent Stock Rights Agreement.

  • Without the prior written consent of Menlo, approval and adoption of this Agreement and the Contingent Stock Rights Agreement, approval of the Merger and approval of a proposal to the Foamix shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to Menlo and Foamix named executive officers in connection with the completion of the Merger are the only matters which Foamix shall propose to be acted on by Foamix’s shareholders at Foamix Shareholders’ Meeting.

  • Notwithstanding any other provision of this Warrant Certificate, in the event that the Efficacy Determination reports that Serlopitant Significance was achieved in both Phase III PN Trials on or before May 31, 2020 and each CSR issued under the Contingent Stock Rights Agreement is automatically terminated, the Holder shall have no right to receive any CSRs upon exercise hereof.

  • The rights, title, interests and benefits of the Holder pursuant to the Contingent Stock Rights Agreement in respect of any CSRs issued to it hereunder and any CSR Shares issuable to it upon conversion of such CSRs shall continue to be effective and in full force and effect notwithstanding whether the Contingent Stock Rights Agreement terminates or is terminated earlier than the Expiration Date.

Related to Contingent Stock Rights Agreement

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Stock Appreciation Rights Agreement means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Exchange and Registration Rights Agreement means the Exchange and Registration Rights Agreement, dated as of December 17, 1997, among Oglethorpe, the Funding Corporation and the Purchasers, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof.

  • Common Stock Agreement means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deem appropriate.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • Restricted Stock Unit Agreement means the agreement consistent with the terms of the Plan between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

  • Vesting Agreement means each or any, as the context implies, agreement or instrument entered into by a holder of LTIP Units upon acceptance of an award of LTIP Units under an Equity Incentive Plan.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Rights Agreement means the Rights Agreement dated as of December 16, 1987 between ML & Co. and Manufacturers Hanover Trust Company, Rights Agent, as amended from time to time.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.