Heritage Common Stock definition
Examples of Heritage Common Stock in a sentence
Acquiror shall use all reasonable efforts to mail or cause to be mailed the appropriate transmittal materials to all persons who become holders of Heritage Common Stock subsequent to the Meeting Date and no later than the close of business on the Business Day which is ten Business Days prior to the Closing Date.
No additional shares of Heritage Common Stock shall become subject to new grants of employee stock options, stock appreciation rights or similar stock based employee compensation rights.
Simultaneously with the execution of this Agreement and as a condition thereto, Heritage shall execute and deliver the Stock Option Agreement, which grants to Acquiror an option to acquire up to 19.9% of the issued and outstanding shares of Heritage Common Stock upon the occurrence of certain circumstances, substantially in the form attached hereto as Exhibit E (the "Stock Option Agreement").
Instead, each holder of shares of Heritage Common Stock who has a fractional interest in shares of Acquiror Common Stock arising upon the conversion or exchange of shares of Heritage Common Stock for Acquiror Common Stock shall, at the time of surrender of the Certificates theretofore representing Heritage Common Stock, be paid by Acquiror an amount in cash, without interest, determined by multiplying such fractional share of Acquiror Common Stock by the Acquiror Base Price Per Share.
As a result of the Merger, each share of Heritage Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares (as defined below), will be converted into the right to receive the number of shares of Acquiror Common Stock as provided in Section 3.2. Each right to acquire shares of Heritage Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to acquire shares of Acquiror Common Stock as provided in Section 6.12.
All of the issued and outstanding shares of Heritage 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.
If for any reason such court or Regulatory Authority determines that the Option will not permit the holder to acquire the full number of Option Shares of Heritage Common Stock provided in Section 2 hereof (as adjusted pursuant to Section 7 hereof), it is the express intention of Heritage to allow the holder to acquire such lesser number of shares as may be permissible, without any amendment or modification hereof.
The shares of Heritage Common Stock to be issued upon exercise, in whole or in part, of the Option, when paid for as provided herein, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and will not be subject to any preemptive rights.
The conversion of each issued and outstanding share of Heritage Common Stock into the right to receive Acquiror Common Stock shall be governed by the provisions of this Section, and the replacement of each outstanding right to acquire shares of Heritage Common Stock with the right to acquire shares of Acquiror Common Stock shall be governed by the provisions of Section 6.12.
None of the shares of Heritage Common Stock were issued in violation of any federal or state securities laws or any other Legal Requirement.