Examples of Heritage Common Stock in a sentence
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.
The parties agree that they will cooperate and restructure the method of the Merger so as to prevent the recognition of the deferred inter-company tax liability relating to the purchase and assumption transaction consummated by the Bank and the Trust Bank, provided, however, that any such restructuring shall have no adverse effect on the consideration to be received pursuant to the terms of this Agreement by, or the tax effect on, holders of Heritage Common Stock.
The total number of Dissenting Shares shall be no greater than 5% of the number of shares of Heritage Common Stock issued and outstanding immediately prior to the Effective Time.
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").
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.
The recoverable amount of the CGU has been determined based on value-in-use calculation using cash flow projections from financial budgets approved by management covering a five-year period.
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.
None of the shares of Heritage Common Stock were issued in violation of any federal or state securities laws or any other Legal Requirement.
Heritage has taken all necessary corporate action to authorize and reserve for issuance a sufficient number of shares of Heritage Common Stock to satisfy its obligations upon the exercise of the Option without additional authorization of Heritage Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Heritage Common Stock.