Discover Common Stock definition

Discover Common Stock has the meaning set forth in the recitals to this Agreement.
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Examples of Discover Common Stock in a sentence

  • Following the Distribution Date, Discover agrees to provide all book-entry transfer authorizations for shares of Discover Common Stock that Xxxxxx Xxxxxxx or the Distribution Agent shall require (after giving effect to Sections 3.03 and 3.04) in order to effect the Distribution.

  • No fractional shares of Discover Common Stock will be distributed in the Distribution.

  • The Distribution Agent will be directed to determine the number of whole shares and fractional shares of Discover Common Stock allocable to each holder of Xxxxxx Xxxxxxx Common Stock as of the Record Date.

  • Discover shall prepare, file and pursue an application to permit listing of the Discover Common Stock on the NYSE.

  • The actions that may be taken by Discover pursuant to this Section 11 include, but are not limited to, the following:(a)Withholding of Shares of Discover Common Stock.

  • Subdivision of Discover Common Stock to Accomplish the Distribution 14 Section 3.04.

  • Upon the effectiveness of the amended and restated certificate of incorporation of Discover to be filed with the Secretary of State of the State of Delaware, each share of Discover Common Stock then issued and outstanding shall, without any action on the part of the holder thereof, be subdivided and converted into that number of fully paid and non-assessable shares of Discover Common Stock issued and outstanding equal to the number necessary to effect the Distribution.

  • Effective upon the filing of the amended and restated certificate of incorporation of Discover with the Secretary of State of the State of Delaware, each share of Discover Common Stock then issued and outstanding shall, without any action on the part of the holder thereof, be subdivided and converted into that number of fully paid and non-assessable shares of Discover Common Stock issued and outstanding equal to the number necessary to effect the Distribution.

  • The Board of Directors of Discover has received the opinion of PJT Partners LP to the effect that, as of the date of such opinion and subject to the assumptions, qualifications, limitations and other matters considered in connection with the preparation of such opinion, the Exchange Ratio in the Mergers is fair, from a financial point of view, to the holders of Discover Common Stock.

  • In accordance with Section 262 of the DGCL, no appraisal or dissenters’ rights will be available to the holders of Discover Common Stock or Discover Preferred Stock in connection with the Mergers.

Related to Discover Common Stock

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

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

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

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • 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.

  • Parent Common Stock means the common stock, par value $.001 per share, of Parent.

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

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

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Common Stock means the common stock of the Company.

  • Borrower Common Stock means the common stock of the Borrower.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Company Stock means the common stock of the Company.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Fully-Diluted Common Stock means the outstanding Common Stock and the shares of Common Stock issued or issuable upon exercise of Warrants (assuming full exercise).

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

  • Parent Common Shares means the common shares of the Parent;

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

  • Company Common Stock means the common stock, $0.001 par value per share, of the Company.

  • Restricted Common Stock means shares of Common Stock which are, or which upon their issuance upon the exercise of any Warrant would be required to be, evidenced by a certificate bearing the restrictive legend set forth in Section 3.2.

  • Voting Common Stock means the Voting Common Stock, par value $.01 per share, of the Company.

  • Substitute Common Stock means the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option.

  • Target Common Stock means the common stock, $.0001 par value per share, of Target.