Examples of Cowen Common Stock in a sentence
For purposes of determining whether SGASH owns shares representing 100% of the shares of Cowen immediately prior to the IPO in accordance with the preceding sentence, any shares of Cowen Common Stock issued, effective immediately following the IPO, under the Cowen Employee Ownership Plan shall not be deemed to be outstanding immediately prior to the IPO.
For so long as SGASH owns any shares of Cowen Common Stock, SG agrees, on behalf of itself and the SG Subsidiaries, that it shall not, and shall not cause or permit any of its officers or directors (or the officers or directors of any SG Subsidiaries) to make any false, defamatory or disparaging statements about Xxxxx Inc.
The Board of Directors of Cowen has received the opinion of Sandler X’Xxxxx & Partners, to the effect that, as of the date hereof, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration is fair from a financial point of view to the holders of Cowen Common Stock.
Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Cowen Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of Cowen are necessary to approve this Agreement or to consummate the transactions contemplated hereby.
All of the issued and outstanding shares of Cowen Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof and have not been issued in violation of any applicable Law or any Contract of Cowen.
On or after the Effective Time, any Cowen Certificates presented to New Parent, the Cowen Surviving Corporation for any reason shall be converted into the right to receive the Cowen Merger Consideration with respect to the shares of Cowen Common Stock formerly represented thereby.
For so long as SGASH owns any shares of Cowen Common Stock, SG agrees, on behalf of itself and the SG Subsidiaries, that it shall not, and shall not cause or permit any of its officers or directors (or the officers or directors of any SG Subsidiaries) to make any false, defamatory or disparaging statements about Cowen Inc.
All shares of New Parent Class A Common Stock issued upon conversion of the Cowen Common Stock in accordance with the terms of this Article III shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of Cowen Common Stock.
Other than the Cowen Stock Options, Cowen Restricted Shares and Cowen RSUs that are outstanding as of the Cowen Capitalization Date, no other subscriptions, options, warrants, calls, rights, commitments or agreements of character calling for the purchase or issuance of, or the payment of any amount based on, any shares of Cowen Common Stock, Cowen Preferred Stock, Voting Debt or other equity securities of Cowen are outstanding as of the Cowen Capitalization Date.
As of the Cowen Capitalization Date, Cowen held no shares of Cowen Common Stock in its treasury.