HSA Common Stock definition
Examples of HSA Common Stock in a sentence
This Agreement and the transactions contemplated hereby shall have been approved by the stockholders of Seller by (i) the Seller Requisite Vote and (ii) a majority of the votes actually cast affirmatively or negatively by holders of outstanding shares of HSA Common Stock other than Excluded Stockholders.
Until surrendered as contemplated by this Section 4.2, each DC Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing HSA Common Stock and cash in lieu of any fractional shares of HSA Common Stock as contemplated in this Article 4 and the Earnout Right.
Such warrant shall permit the holder thereof to purchase the number of shares of HSA Common Stock equal to the number of shares of HSA Common Stock each such holder would have been entitled to receive pursuant to this Agreement (assuming solely for the purposes of this calculation that the Earnout Market Value was equal to $25,000,000) had such holder exercised the number of DC Options listed opposite such holder's name on Schedule 4.7(b) of the Disclosure Schedule prior to the Effective Time.
The exercise price per share pursuant to the warrant shall be equal to the closing price of a share of HSA Common Stock on the Closing Date on the Nasdaq National Market (as reported in the New York City edition of the Wall Street Journal or, if not reported thereby, another nationally recognized source).
No certificates representing fractional shares of HSA Common Stock shall be issued upon surrender of any DC Share Certificates.
Since May 10, 2000, HSA has not issued any shares of capital stock except pursuant to the exercise of options or warrants outstanding on such date to purchase HSA Common Stock.
The authorized capital stock of HSA consists of 400,000,000 shares of common stock, $.01 par value ("HSA Common Stock"), of which 55,668,025 shares are outstanding as of May 10, 2000; 100,000,000 shares of Class A Common Stock, par value $0.01 per share of which no shares are outstanding as of the date hereof; and 10,000,000 shares of Preferred Stock (of which no shares are outstanding as of the date hereof).
Upon surrender to HSA of the DC Share Certificates by the Shareholders for cancellation, together with any other required documents, the Shareholders shall receive HSA Common Stock in the Merger and, in addition, as described in Section 4.1, the Earnout Right.
In lieu of any fractional shares of HSA Common Stock, there shall be paid to the holder of DC Shares who otherwise would be entitled to receive a fractional share of HSA Common Stock an amount of cash (without interest) determined by multiplying such fraction by the Base Exchange Ratio or the Earnout Exchange Ratio, as the case may be.
All outstanding shares of HSA Common Stock are, and all shares of HSA Common Stock issuable under stock option plans or warrants of HSA, will be when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable.