Examples of L-3 Common Stock in a sentence
The number of shares of Xxxxxx Common Stock subject to each Converted L3 PSU Award shall equal the product (rounded to the nearest whole number) of (A) the number of shares of L3 Common Stock subject to such Converted L3 PSU Award immediately prior to the Effective Time and (B) the Exchange Ratio.
The L3 Board has received the opinion of its financial advisor, Xxxxxxx Xxxxx & Co. LLC, to the effect that, as of the date thereof and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Exchange Ratio is fair from a financial point of view, as of the date of such opinion, to the holders of the outstanding shares of L3 Common Stock (other than Xxxxxx and its Affiliates).
The shares of L3 Common Stock are registered under the Exchange Act.
In the case of L3, the authorized share capital of L3 consists of 300,000,000 shares of L3 Common Stock, of which 78,618,670 shares were issued and outstanding as of the close of business on October 10, 2018, and 50,000,000 shares of preferred stock, par value $0.01 per share (“L3 Preferred Stock”), of which no shares were outstanding as of the date of this Agreement.
All of the outstanding shares of L3 Common Stock have been duly authorized and are validly issued, fully paid and nonassessable.
From and after the Effective Time, there shall be no transfers on the stock transfer books of L3 of the shares of L3 Common Stock that were outstanding immediately prior to the Effective Time.
At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any capital stock of L3, each share of L3 Common Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares (such shares of L3 Common Stock, the “Eligible Shares”) shall be converted into, and become exchangeable for 1.30 (the “Exchange Ratio”) shares of Xxxxxx Common Stock (such number of shares of Xxxxxx Common Stock, the “Merger Consideration”).
No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in such Party’s Organizational Documents is applicable to such Party, the shares of L3 Common Stock, in the case of L3, the shares of Xxxxxx Common Stock, in the case of Xxxxxx, or the Transactions.
From and after the Effective Time, the holders of Certificates or Book-Entry Shares shall cease to have any rights with respect to such shares of L3 Common Stock except as otherwise provided herein or by applicable Law.
Since October 10, 2018 and through the date of this Agreement, L3 has not (A) issued any shares of L3 Common Stock (other than upon the exercise or settlement of L3 Equity Awards outstanding as of October 10, 2018, or in connection with matching contributions to L3’s 401(k) Plans in accordance with the terms of the plan documents) or (B) granted any L3 Equity Awards or similar awards.