Healthcare Company Common Stock definition

Healthcare Company Common Stock shall have the meaning set forth in ------------------------------- the preamble to this Agreement.
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Healthcare Company Common Stock shall have the meaning set ------------------------------- forth in the Recitals.
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Healthcare Company Common Stock shall have the meaning set forth in the preamble to this Agreement. "Healthcare Company Financing Transactions" shall mean the entry into or issuance by Healthcare Company of (i) a revolving credit facility in the amount of $300 million, (ii) a term loan in the amount of $300 million, (iii) a second term loan in the amount of $200 million, (iv) a bridge loan in the amount of $200 million, (v) $17.7 million proceeds of Healthcare Company preferred stock and (vi) $300 million of senior subordinated debt or such other financing transactions approved by the Healthcare Company Board of Directors. "Healthcare Company Group" shall mean Healthcare Company, the Healthcare Company Subsidiaries and the corporation, partnerships, joint ventures, limited liability companies, investments and other entities that represent equity investments of Healthcare Company or any of the Healthcare Company Subsidiaries following the consummation of the Corporate Restructuring Transactions and the Distribution. "Healthcare Company Indemnities" shall mean: (i) Healthcare Company and each Affiliate thereof after giving effect to the Corporate Restructuring Transactions and the Distribution; and (ii) each of the respective past, present and future directors, officers, members, employees and agents of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such directors, officers, members, employees and agents. "Healthcare Company Liabilities" shall mean, collectively, all of the Liabilities of Healthcare Company, the Healthcare Company Subsidiaries and each of the other members of the Healthcare Company Group after giving effect to the Corporate Restructuring Transactions, the Distribution and the transactions contemplated under the Debt and Cash Allocation Agreement, including, without limitation: (i) all the Liabilities included on the Healthcare Company Pro Forma Balance Sheet which remain outstanding as of the close of business on the Distribution Date; (ii) all Liabilities associated with the repurchase of Vencor's 8 5/8% Senior Subordinated Notes Due 2007 and the assumption of such Senior Subordinated Notes and the indenture relating thereto; (iii) all other Liabilities that are incurred or which accrue or are accrued at any time prior to, on or after the date of the Healthcare Company Pro Forma Balance Sheet and that arise or arose out of, or in connection with, the Healthcare Company Assets or the ...
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Examples of Healthcare Company Common Stock in a sentence

  • All shares of Healthcare Company Common Stock issued pursuant to the Distribution will be validly issued, fully paid and nonassessable and free of any preemptive (or similar) rights.

  • Solely for purposes of computing fractional ----------------- share interests pursuant to Section 2.03(a), the beneficial owner of shares of Vencor Common Stock or Healthcare Company Common Stock held of record in the name of a nominee will be treated as the holder of record of such shares.

  • In lieu of any such fractional shares, each stockholder who, but for the provisions of this Section, would be entitled to receive a fractional share interest of Healthcare Company Common Stock pursuant to the Distribution shall be paid cash without any interest thereon, as hereinafter provided.

  • Healthcare ------------------------------------------------- Company shall provide, or cause to be provided, to the Agent sufficient certificates representing Healthcare Company Common Stock in such denominations as the Agent may request in order to effect the Distribution.

  • Notwithstanding anything herein to the -------------------- contrary, no fractional shares of Healthcare Company Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a stockholder would otherwise be entitled will not entitle such stockholder to vote or to any rights of a stockholder of Healthcare Company.

  • Vencor ------------------- and Healthcare Company shall prepare and file with the NYSE a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause the NYSE to list on or prior to the Distribution Date, subject to official notice of issuance, the Healthcare Company Common Stock.

  • Prior to the Distribution Date, Vencor and Healthcare Company shall prepare and file with the NYSE a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause the NYSE to list on or prior to the Distribution Date, subject to official notice of issuance, the Healthcare Company Common Stock.

  • Notwithstanding anything herein to the -------------------- contrary, no fractional shares of Healthcare Company Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to whach a stockholder would otherwise be entitled will not entitle such stockholder to vote or to afy rights of a stockholder of Healthcare Company.

Related to Healthcare Company Common Stock

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

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

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

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

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

  • 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.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

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

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

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

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

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

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

  • Public Company Compliance means compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Founders’ Common Stock means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

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

  • 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 Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • 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).

  • Operating Company Number (OCN means the numeric Company Code assigned by NECA identifying CLEC as a Resale or UNE provider.

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

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