Holdco Class A Common Stock definition
Examples of Holdco Class A Common Stock in a sentence
Until such time as a certificate representing Holdco Class A Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Holdco Class A Common Stock shall be deemed not outstanding and shall not be entitled to vote on any matter.
The shares of Holdco Class A Common Stock issuable to CDnow's shareholders pursuant to this Agreement and under the CDnow Stock Plans and the CDnow Warrants shall have been approved for listing on Nasdaq, subject to official notice of issuance.
Each share of Class A common stock, par value $0.001 per share, of GameStop (“GameStop Class A Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 2.2(c)) shall be converted into the right to receive one validly issued, fully paid and non-assessable share of Holdco Class A Common Stock (the “GameStop Class A Consideration”).
Holdco shall use all reasonable efforts to cause the shares of Holdco Class A Common Stock to be issued pursuant to this Agreement and under the CDnow Stock Plans and the CDnow Warrants to be approved for listing on the Nasdaq National Market ("Nasdaq"), subject to official notice of issuance, prior to the Closing Date.
No dividends or other distributions with respect to Holdco Class A Common Stock with a record date after the Effective Time shall be paid to the holder of any Certificate with respect to the shares of Holdco Class A Common Stock issuable upon surrender thereof until the surrender of such Certificate in accordance with this Article II.
GameStop and Holdco agree that the GameStop Stock Option Plan will be amended, to the extent necessary, to reflect the transactions contemplated by this Agreement, including conversion of shares of the GameStop Class A Common Stock held or to be awarded or paid pursuant to such benefit plans, programs or arrangements into shares of Holdco Class A Common Stock on a basis consistent with the transactions contemplated by this Agreement.
The shares of Holdco Class A Common Stock issued to Berto and Initial Sponsor in exchange for the Private Placement Warrants will be “Lock-Up Shares” under that certain Lock-Up Agreement to be entered into by and among Holdco, Berto, Initial Sponsor and the other parties thereto, in the form attached as Annex E to the Business Combination Agreement.
Upon the issuance of such shares of Holdco Class A Common Stock, the Private Placement Warrants shall be cancelled, terminated and released and shall thereafter be of no further force or effect, and no obligations or rights of any nature of any party under the Private Placement Warrants shall survive such cancellation.
Each Parent Certificate outstanding immediately prior to the Duke Effective Time shall, from and after the Duke Effective Time and as a result of the Duke Merger, represent, in respect of Parent Class A Common Stock, an equivalent number of shares of Holdco Class A Common Stock, and in respect of Parent Class B Common Stock, an equivalent number of shares of Holdco Class B Common Stock.
Any former stockholders of ▇▇▇▇▇▇ who have not theretofore complied with this Article IV shall thereafter look only to Holdco for delivery of shares of Holdco Class A Common Stock and cash in lieu of fractional shares and for any unpaid dividends and distributions on the shares of Holdco Class A Common Stock deliverable to such former stockholder pursuant to this Agreement.