Examples of HNWC Common Stock in a sentence
To the extent that amounts are so withheld by the Surviving Corporation or AMCON, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of HNWC Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or AMCON, as the case may be.
If after the Effective Time such holder fails to perfect or withdraws or loses his right to appraisal, such shares of HNWC Common Stock shall be treated as if they had been converted as of the Effective Time into the Merger Consideration.
HNWC shall give the Surviving Corporation and AMCON prompt notice of any demands received by HNWC for appraisal of shares of HNWC Common Stock, and the Surviving Corporation and AMCON shall have the right to participate in all negotiations and proceedings with respect to such demands.
All shares of AMCON Common Stock and cash paid upon conversion of shares of HNWC Common Stock in accordance with the terms of Article II (including any cash paid pursuant to Section 2.4 or Section 2.10) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of HNWC Common Stock.
Any such portion of the Exchange Fund remaining unclaimed by holders of Common Certificates which, prior to the Effective Time, represented shares of HNWC Common Stock five years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity) shall, to the extent permitted by law, become the property of AMCON free and clear of any claims or interest of any Person previously entitled thereto.
At the Effective Time, each holder of a Common Certificate which, prior to the Effective Time, represented shares of HNWC Common Stock (except for Common Dissenters' Shares), shall cease to have any rights with respect to any shares of HNWC capital stock.
At or prior to the Effective Time, AMCON shall deposit with the Exchange Agent, in trust for the benefit of holders of Common Certificates which immediately prior to the Effective Time represented outstanding shares of HNWC Common Stock whose shares will be converted into shares of AMCON Common Stock at the Effective Time, certificates representing the AMCON Common Stock issued pursuant to Section 2.2 upon conversion of outstanding shares of HNWC Common Stock.
In accordance herewith, former holders of HNWC Common Stock (except for the Excluded Shares) shall, from and after the Effective Time, be deemed from and after the Effective Time to be holders of the shares of AMCON Common Stock into which such shares of HNWC Common Stock have been converted in accordance with Section 2.2(a) and (b) hereof.
On or after the Effective Time, any Common Certificates presented to the Exchange Agent or AMCON for any reason shall be exchanged for certificates representing the Merger Consideration with respect to the shares of HNWC Common Stock formerly represented thereby, any cash in lieu of fractional shares of AMCON Common Stock to which the holders thereof are entitled pursuant to Section 2.4 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.10.
The Common Exchange Ratio shall be equal to the quotient of (i) the quotient of (x) $2,865,348, divided by (y) the Average AMCON Stock Price, divided by (ii) the number of shares of HNWC Common Stock outstanding immediately prior to the Effective Time (excluding the Excluded Shares).