Laser Shares definition
Examples of Laser Shares in a sentence
Laser shall prepare and submit to the NYSE a listing application covering the Laser Shares to be issued in connection with the Holdings Merger, and shall use its reasonable best efforts to obtain as promptly as practicable approval for the listing of such Laser Shares, subject to official notice of issuance.
Laser shall prepare and submit to the NYSE a listing application covering the Laser Shares to be issued in connection with the Company Merger, and shall use its reasonable best efforts to obtain, prior to the Company Effective Time, approval for the listing of such Laser Shares, subject to official notice of issuance.
Parent Holdings is not acquiring the Laser Shares with any present intention of distributing or selling any of such Laser Shares in violation of federal or state securities laws.
In connection with the delivery by Laser of the Laser Shares, Laser shall utilize all shares of Laser Common Stock held by Laser as treasury shares before issuing any authorized but unissued shares of Laser Common Stock.
At the Closing, Parent Holdings shall surrender certificates representing the Holdings Shares, and Laser shall deliver or cause to be delivered to Parent Holdings a duly executed stock certificate or stock certificates representing the Laser Shares, and the Cash Payment, in immediately available funds by wire transfer to an account specified in writing by Parent Holdings at least one day prior to the Closing Date.
Pursuant to Section 7.1 hereof, each certificate representing the Laser Shares received by Parent Holdings shall be stamped or otherwise imprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (PARENT) HOLDINGS INC.
Upon request of Parent Holdings, Laser shall cause to be issued certificates representing such Laser Shares as to which the restrictions set forth herein are no longer applicable without such legend .
Seller is, and will be on the Closing Date, the record and beneficial owner and holder of all of the Laser Shares, and on the Closing Date will convey to Purchaser good and marketable title to the Laser Shares free and clear of all Liens.
Purchaser acknowledges that the Laser Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or an exemption from such registration is available.
The Laser Shares shall have been transferred to Purchaser -------- free and clear of all Liens.