Initial Merger Shares definition

Initial Merger Shares shall have the meaning set forth in Section 1.5(d).
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Initial Merger Shares means the 43,000 Merger Shares issuable as part of the Initial Merger Consideration.
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Initial Merger Shares means the aggregate of 40,000,000 newly issued shares of Common Stock issued by the Company pursuant to the terms of the Merger Agreement and the Warrant Exchange Agreement at the Effective Time, which shall consist of the 26,000,000 Keystone Initial Shares (as defined in the Merger Agreement) and the 14,000,000 FRF Initial Shares (as defined in the Merger Agreement). Notwithstanding the foregoing, if an Adjustment Event (as defined in the Merger Agreement) shall have occurred, then the Keystone Initial Shares shall be reduced to 25,883,333 shares of Common Stock, and the numbers 40,000,000 and 26,000,000 in this Agreement, shall be changed to the numbers 39,883,333 and 25,883,333, respectively, subject to Section 2.2(c) of the Merger Agreement.
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Examples of Initial Merger Shares in a sentence

  • If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5, subject to Section 1.12 and to applicable law in the case of Dissenting Shares.

  • The Buyer shall instruct the Exchange Agent to distribute the Initial Merger Shares and cash in lieu of fractional shares to such holder as soon as practicable after receipt of such Certificate and such other documents required by such notice.

  • Such stock certificate shall be delivered to the Escrow Agent and shall evidence the Initial Merger Shares (the “Holdback Shares”) that the Securityholders have agreed to allow the Escrow Agent to hold as security for the Sellers’ obligations pursuant to Section 2.11 and Article 10, in accordance with Section 2.10.

  • Until properly surrendered, each such Certificate shall be deemed for all purposes to evidence only the right to receive a certificate for the Initial Merger Shares issuable pursuant to Section 1.5. Holders of Certificates shall not be entitled to receive certificates for the Initial Merger Shares to which they would otherwise be entitled until such Certificates are properly surrendered.

  • No certificates or scrip representing fractional Initial Merger Shares shall be issued to former Company Stockholders upon the surrender for exchange of Certificates, and such former Company Stockholders shall not be entitled to any voting rights, rights to receive any dividends or distributions or other rights as a stockholder of the Buyer with respect to any fractional Initial Merger Shares that would have otherwise been issued to such former Company Stockholders.

  • In lieu of any fractional Initial Merger Shares that would have otherwise been issued, each former Company Stockholder that would have been entitled to receive a fractional Initial Merger Share shall, upon proper surrender of such person's Certificates, receive a cash payment equal to $46.15 multiplied by the fraction of a share that such Company Stockholder would otherwise be entitled to receive.

  • The Exchange Agent shall effect the exchange of the Initial Aggregate Cash Consideration payable to Stockholders pursuant to Section 1.04 (less the Working Capital Escrow Amount and the amount of the Expense Fund) and the Initial Merger Shares for the shares of Company Stock that are outstanding as of immediately prior to the Effective Time and entitled to distribution pursuant to Section 1.04.

  • Company Shareholders shall be entitled to receive at the Merger Closing the remaining shares of CMGI Common Stock into which their Company Preferred Stock was converted pursuant to Section 1.5 (the "Initial Merger Shares").

  • The parties contemplate under Section 1.5(c) and Article XII that fifty percent (50%) of the Initial Merger Shares (rounded down to the nearest whole share) will be deposited into escrow to secure certain indemnification obligations of the Microgyn Shareholders.

  • If, after the Merger Effective Time, certificates are presented to CMGI, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Merger Dissenting Shares.

Related to Initial Merger Shares

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Company Shares means the common shares in the capital of the Company;

  • Share Exchange has the meaning set forth in Section 2.1.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Company Shareholders means holders of Company Shares.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Merger has the meaning specified in the Recitals hereto.

  • First Merger has the meaning set forth in the Recitals.

  • Amalco Shares means the common shares in the capital of Amalco;

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Common Shares means the common shares in the capital of the Corporation;

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.