Examples of ESI Common Stock in a sentence
After the Effective Time, ESI will issue and deliver, or will cause to be issued and delivered, in accordance with the provisions of this Agreement, stock certificates representing the number of shares of ESI Common Stock to be issued in the Merger.
The Key Shareholders will execute and deliver, at or before the Closing, the Standstill Agreement in the form attached as Exhibit E (the "Standstill Agreement") providing for, in addition to the terms of the Escrow Agreement, restrictions on the resale of shares of ESI Common Stock received by the Key Shareholders as Merger Consideration.
Before the Effective Time, ESI will list the shares of ESI Common Stock that the holders of shares of Dynamotion Common Stock will be entitled to receive pursuant to the provisions of this Agreement on the Nasdaq National Market System.
No certificates or scrip evidencing fractional shares of ESI Common Stock shall be issued in the Merger, and such fractional share interests will not entitle the owner thereof to any rights as a shareholder of ESI.
In addition, from and after the Effective Time, ESI will reserve and make available and will keep reserved and available for so long as any Option remains outstanding such number of shares of ESI Common Stock as are issuable upon the exercise of all outstanding Options.
The shares of ESI Common Stock to be issued pursuant to this Agreement will have been registered under the Securities Act of 1933, as amended, and under the securities laws of such states as counsel for ESI deems necessary or exemptions from such state registration or qualification will have been determined by such counsel to be available, and will have been listed on the Nasdaq National Market System.
ESI has no plan or intention to reacquire any ESI Common Stock issued as Merger Consideration.
The shares to be delivered to the Escrow Agent on behalf of each Key Shareholder will be withheld from the shares of ESI Common Stock otherwise to be received by such Key Shareholder pursuant to Section 1.3 in the amounts set forth on Schedule 6.3. The Escrowed Property will be deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement.
No certificates or scrip evidencing fractional shares of ESI Common Stock will be issued in the Merger, and such fractional share interests will not entitle the owner thereof to any rights as a shareholder of ESI.
In lieu of a fractional share, ESI will pay any holder of shares of Dynamotion Common Stock who would otherwise have been entitled to a fraction of a share of ESI Common Stock upon surrender of the certificates therefor an amount of cash (without interest) determined by multiplying (a) the Average Sale Price by (b) the fractional share interest in ESI Common Stock to which such holder would otherwise be entitled.