Matrix Common Stock definition
Examples of Matrix Common Stock in a sentence
From and after the Matrix Merger Effective Time, the holders of shares of Matrix Common Stock outstanding immediately prior to the Matrix Merger Effective Time shall cease to have any rights with respect to such shares of Matrix Common Stock except as otherwise provided in this Agreement or by applicable Law, and instead shall be owners of the Merger Consideration.
Prior to the Matrix Merger Effective Time, Parent shall appoint the Exchange Agent to act as exchange agent for the exchange of stock certificates representing the Merger Consideration upon surrender of certificates representing shares of Matrix Common Stock (the “Matrix Certificates”) or, with respect to uncertificated shares, such other evidence of ownership as the Exchange Agent or Parent may reasonably request.
Thereafter, former holders of shares of Matrix Common Stock shall look only to Parent for stock certificates representing the Merger Consideration in exchange for Matrix Certificates.
From and after the Matrix Merger Effective Time, there shall be no registration of transfers of shares of Matrix Common Stock which were outstanding immediately prior to the Matrix Merger Effective Time on the stock transfer books of the Surviving Company.
As required by applicable Law, Parent and the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to a holder of shares of Matrix Common Stock pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the IRC, or under any provision of state, local or foreign Tax Law.
Matrix shall use reasonable best efforts to (i) solicit from the holders of Matrix Common Stock proxies, in compliance with all applicable laws, in favor of the adoption of this Agreement and approval of the Merger and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Matrix Common Stock required by applicable Law to obtain such approval.
On the Closing Date, Matrix will have no more than 2,309,000 shares of Matrix Common Stock issued and outstanding immediately prior to the issuance of the Matrix Shares as contemplated by this Agreement.
In the event that this Agreement is terminated pursuant to the provisions hereof and any shares of Matrix Common Stock have been transmitted to the Exchange Agent pursuant to the provisions hereof, such shares shall promptly be returned without charge to the person submitting the same.
If the Matrix Common Stock issuable upon conversion of any share of Series F-1 Preferred Stock would be entitled to receive Merger Consideration with an aggregate value that is greater than $2.20, were such share converted prior to the Effective Time, then, immediately prior to the Effective Time, such share of Series F-1 Preferred Stock shall be converted into Matrix Common Stock pursuant to Matrix’s certificate of incorporation.
Each Matrix Shareholder understands and acknowledges that by virtue of the execution of this Agreement and approval of the Merger by the holders of at least eighty percent (80%) of the issued and outstanding Matrix Common Stock and Matrix Preferred Stock pursuant to applicable provisions of the LBCL, dissenters' rights will not be available to the Matrix Shareholders in connection with the Merger.