Gottschalks Common Stock definition

Gottschalks Common Stock means the common stock, par value $0.01 per share, of Gottschalks.
Sample 1Sample 2Sample 3
Gottschalks Common Stock has the meaning set forth in the recitals of this Agreement. Section 1.6 "Covered Transaction" means any merger, consolidation, other business combination, liquidation, sale of Gottschalks or all or substantially all of the assets of Gottschalks or any other change of control of Gottschalks or similar extraordinary transaction but excluding an acquisition by Gottschalks involving an amount which is less than 50% of the Pro Forma Value of Gottschalks after the acquisition and in which Gottschalks remains in control following the acquisition. Section 1.7 "Director" means a member of the Board of Directors of Gottschalks. Section 1.8 "Early Standstill Termination Event" has the meaning set forth in Section 3.6. Section 1.9 "Exchange Act" means the Securities Exchange Act of 1934, as amended. Section 1.10 "Gottschalks" has the meaning set forth in the recitals of this Agreement. Section 1.11 "Governmental Entity" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. Section 1.12 "person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or Governmental Entity. Section 1.13 "Pro Forma Value" means the market value of outstanding equity securities of Gottschalks (based upon a 20 trading day average closing price for publicly traded equity securities), plus the debt reflected on Gottschalks' balance sheet, less any cash on such balance sheet, immediately following the consummation of the acquisition, merger or other business combination transaction. Section 1.14 "Standstill Extension Term" has the meaning set forth in Section 3.6(a). Section 1.15 "Standstill Period" has the meaning set forth in Section 3.6(a). Section 1.16 "Stockholders' Agreement" means that certain Stockholders' Agreement among ECI, Gottschalks, Jxxxxx Xxxx and Bxxx Xxxx dated the date hereof. Section 1.17 "Asset Purchase Agreement" has the meaning set forth in the recitals of this Agreement. Section 1.18 "Subsidiary" means any corporation, partnership limited liability company, joint venture, business trust or other entity of which the specified person, directly or indirectly, owns or controls 50% or more of the securities or other interests entitled to vote in the election of directors (or others performing similar...
Sample 1Sample 2
Gottschalks Common Stock means the common stock, par value $0.01 per share, of Gottschalks. Section 1.9 "Designated Board" shall have the meaning set forth in Section 2.1(a). Section 1.10 "Director" shall mean a member of the Board. Section 1.11 "Early Standstill Termination Event" shall have the meaning set forth in the Standstill Agreement. Section 1.12 "ECI" shall have the meaning set forth in the first paragraph hereof. Section 1.13 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. Section 1.14 "fully diluted" shall mean, with respect to the Gottschalks Common Stock, the total number of outstanding shares of Gottschalks Common Stock (for such purposes, treating as outstanding Gottschalks Common Stock all options or warrants to purchase and securities convertible into (or exchangeable or redeemable for) the Gottschalks Common Stock as of the relevant measurement date). Section 1.15 "Gottschalks" shall have the meaning set forth in the first paragraph hereof. Section 1.16 "Xxxxxx" shall have the meaning set forth in the second paragraph hereof. Section 1.17 "Governmental Entity" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. Section 1.18 "Group" shall mean a "group" as such term is used in Section 13(d)(3) of the Exchange Act. Section 1.19 "Independent Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.20 "Investor" shall mean ECI (through Xxxxxx), together with and any Transferee, and so long as Xxxxxx and any Transferee own shares of Gottschalks Common Stock, such persons shall be treated as one entity for the purposes of this Agreement. Section 1.21 "Investor Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.22 "Management" shall mean Xxxxxx Xxxx and Xxxx Xxxx. Section 1.23 "Management Nominees" shall have the meaning set forth in Section 2.1(a). Section 1.24 "Nominating Committee" shall mean the nominating committee of the Board as it is constituted from time to time. Section 1.25 "person" shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or Governmental Entity. Section 1.26 "Securities Act" shall mean the Securities Act of 1933, as amended. Section 1.27 "Standstill Agreement" shall mean that certain Standstill Agreeme...
Sample 1

Examples of Gottschalks Common Stock in a sentence

  • During the period specified in Section 4.1, if Investor wishes to sell pursuant to Section 4.1 any shares of Gottschalks Common Stock, Investor shall give Gottschalks 15 days' prior written notice of such proposed sale, setting forth the number of shares of Gottschalks Common Stock that Investor proposes to sell, the expected timing of the proposed sale, and the details of such sale, in order to enable Gottschalks and Management to confirm that such sale complies with this Agreement.

  • Gottschalks will notify ECI from time to time, upon request, of the number of shares of Gottschalks Common Stock outstanding.

  • For as long as Investor Beneficially Owns any shares of Gottschalks Common Stock, it will, and will use its best efforts to cause its directors, officers, employees, agents, and representatives to, comply with the written policy of Gottschalks designed to prevent violations of xxxxxxx xxxxxxx and similar laws.

  • Thereafter, for any registration of Gottschalks Common Stock pursuant to Section 2 hereof, the Participating Holders, jointly and severally, shall promptly reimburse Gottschalks for all incremental Registration Expenses attributable to the inclusion of Registrable Shares in such registration statement in addition to bearing pro rata all Selling Expenses relating to the Registrable Shares.

  • As used in this Agreement, the following terms shall have the following respective meanings: "Divesture Date" means any date upon which Hxxxxx or ECI (if the Shares are transferred to ECI pursuant to Section 8 hereof) is the registered owner of less than ten percent (10%) on a fully diluted basis of the Gottschalks Common Stock then outstanding.

  • Section 1.5 "Gottschalks Common Stock" has the meaning set forth in the recitals of this Agreement.

  • For as long as Investor Beneficially Owns any shares of Gottschalks Common Stock, it will, and will use its best efforts to cause its directors, officers, employees, agents, and representatives to, comply with the written policy of Gottschalks designed to prevent violations of ixxxxxx xxxxxxx and similar laws.

  • By executing a joinder agreement, the shares held by any family member of Xxx Xxxx may commit to vote the shares Beneficially Owned by such member as required under this Article 2 and Section 3.1 for shares of Gottschalks Common Stock Beneficially Owned by Management.


More Definitions of Gottschalks Common Stock

Gottschalks Common Stock has the meaning set forth in the recitals of this Agreement.
Sample 1

Related to Gottschalks Common Stock

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

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

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

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

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

  • 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.

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

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

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

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

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

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.

  • Common Stock means the common stock of the Company.

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

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

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

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

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