Merger Partner Capital Stock definition

Merger Partner Capital Stock means Merger Partner Common Stock and Merger Partner Preferred Stock, collectively.
Sample 1Sample 2Sample 3
Merger Partner Capital Stock means Merger Partner Common Stock and Merger Partner Preferred Stock,collectively.
Sample 1

Examples of Merger Partner Capital Stock in a sentence

  • All outstanding shares of Merger Partner Capital Stock have been offered, issued and sold by Merger Partner in compliance with all applicable federal and state securities laws.

  • On or prior to the Closing, Merger Partner shall deliver to Public Company a properly executed certification that shares of Merger Partner Capital Stock are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which shall be filed by Public Company with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations.

  • There are no obligations, contingent or otherwise, of Merger Partner or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Merger Partner Capital Stock.

  • All shares of Merger Partner Capital Stock that are held in treasury or by any Subsidiary of Merger Partner, any shares of Merger Partner Capital Stock owned by Public Company, Merger Sub or any other Subsidiary of Public Company, immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no stock of Public Company or other consideration shall be delivered in exchange therefor.

  • Notwithstanding anything to the contrary herein, nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Merger Partner Capital Stock.

  • To the extent that amounts are so withheld by the Surviving Corporation or Public Company, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Merger Partner Capital Stock or other recipient of payments hereunder in respect of which such deduction and withholding was made by the Surviving Corporation or Public Company, as the case may be.

  • There are no obligations, contingent or otherwise, of Merger Partner to repurchase, redeem or otherwise acquire any shares of Merger Partner Capital Stock.

  • Each of the Exchange Agent, Public Company and the Surviving Corporation shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to any holder of shares of Merger Partner Capital Stock and any other recipient of payments hereunder such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of law.

  • Digital assessment leap: Norwegian research and higher education sector concludes on three ICT systems.

  • On or prior to the Closing, Merger Partner shall deliver to Public Company a properly executed certification that shares of Merger Partner Capital Stock are not “United States real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which shall be filed by Public Company with the IRS following the Closing) in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2) of the Treasury Regulations.

Related to Merger Partner Capital Stock

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Holdco has the meaning set forth in the Preamble.

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

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

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

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

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

  • Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity.

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Redeemable Capital Stock means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity.

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

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

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

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

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

  • Preferred Shareholders means the holders of Preferred Shares.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

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

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

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

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

  • Company Shareholders means holders of Company Shares.