Merger Common Shares definition

Merger Common Shares means, collectively, (i) shares of LeukoSite Common Stock issued by LeukoSite pursuant to the Merger and (ii) shares of LeukoSite Common Stock issued by LeukoSite upon conversion of any and all LeukoSite Series A Preferred Stock issued by LeukoSite pursuant to the Merger.
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Merger Common Shares means the shares of Common Stock issued to the Initial Holders pursuant to the Merger Agreement.
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Merger Common Shares has the meaning set forth in Section 2.13(a).
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Examples of Merger Common Shares in a sentence

  • For purposes of this representation, Prime Series A Preferred Shares surrendered by dissenters and Sky Merger Common Shares exchanged for cash in lieu of fractional New Prime Shares will be treated as outstanding Prime Series A Preferred Shares and Sky Merger shares, respectively, on the Closing.

  • During the Suspension Period, none of the Registering Stockholders shall offer or sell any Merger Common Shares pursuant to or in reliance upon such Stockholder Registration Statement (or the prospectus relating thereto).

  • In order to enforce the foregoing covenant, LeukoSite may impose stop transfer instructions with respect to the Merger Common Shares of each Registering Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such reasonable and customary period, and the Registering Stockholders agree to enter into a customary agreement with the underwriters of such offering reflecting the lock-up agreement set forth herein.

  • Thereafter LeukoSite shall be entitled to withdraw the Stockholder Registration Statement and the Stockholders shall have no further right to offer or sell any of the Merger Common Shares pursuant to the Stockholders Registration Statement (or any prospectus pursuant thereto).

  • LeukoSite shall use its best efforts to cause the Stockholder Registration Statement to be declared effective by the SEC as soon as practicable following the filing thereof and to remain effective until the second anniversary of the Closing Date or such earlier time as all of the Merger Common Shares covered by the Stockholder Registration Statement have been sold pursuant thereto (the "Effective Period").

  • Parent shall use its reasonable best efforts to register or qualify the Merger Common Shares covered by the Stockholder Registration Statement under the securities or "blue sky" laws of such states as the Registering Stockholders shall reasonably request; provided, however, that Parent shall not be required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction.

  • The Merger Common Shares subject to the Stockholder Registration Statement shall not be underwritten unless Parent shall otherwise consent in its sole discretion.

  • In connection with any offering under this paragraph involving an underwriting, Parent shall not be required to include any Merger Common Shares in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between Parent and the underwriter(s) of such offering.

  • Parent hereby covenants to file any amendment to the Stockholder Registration Statement, or supplement the prospectus that is a part thereof, to enable any Registering Stockholder's donees, transferees, pledges or other successors in interest to sell any Merger Common Shares pursuant to the Stockholder Registration Statement.

  • Until surrendered as contemplated by this Section 1.14, each Certificate shall be deemed at any time after the Prime/Horizon Merger Effective Time to represent only the right to receive upon such surrender the Prime/Horizon Merger Consideration, without interest, into which the Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.11, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d).


More Definitions of Merger Common Shares

Merger Common Shares has the meaning set forth in Section 5.05(b)(i)(A).
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Merger Common Shares means shares of Purchaser’s common stock, par value $.001 per share (“Purchaser Common Stock”), issued pursuant to the Plan of Merger as adjustments to the merger consideration payable to the Owners of Seller arising upon exercise of any Purchase Rights (as defined in the Plan of Merger) following the date that the Merger Preferred Shares have been converted into Purchaser Common Stock.
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Related to Merger Common Shares

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

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

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

  • Acquiror Common Stock means the common stock, par value $0.001 per share, of Acquiror.

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

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

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

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

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Class B Common Shares means class B common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class B common shares may be converted.

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

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

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

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

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Common Stock means the common stock of the Company.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

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