Examples of Merger Partner Common Stock in a sentence
On or prior to the Closing, Mxxxxx Partner shall deliver to Public Company a properly executed certification that shares of Merger Partner Common 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.
As of the date of this Agreement, (i) 91,080,000 shares of Merger Partner Common Stock were issued and outstanding, and (ii) no shares of Merger Partner Common Stock were held in the treasury of Merger Partner or by Subsidiaries of Merger Partner.
All shares of Merger Partner Common Stock that are held in treasury or by any Subsidiary of Merger Partner, any shares of Merger Partner Common 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.
More Definitions of Merger Partner Common Stock
Merger Partner Common Stock shall have the meaning set forth in the Merger Agreement. “Merger Partner Employee” shall have the meaning set forth in the Separation Agreement. “Merger Partner Equity Plan” means the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan. “Merger Partner FSA” shall have the meaning set forth in Section 5.1. “Merger Partner Future Benefit Arrangement” means any Benefit Arrangement that Merger Partner or any member of the Merger Partner Group assumes, adopts, establishes or begins sponsoring, maintaining or contributing to on or after the Merger Effective Time. “Merger Partner Group” shall have the meaning set forth in the Separation Agreement.
Merger Partner Common Stock means the common stock, $0.001 par value per share, of Merger Partner. “Merger Partner Contract” means any Contract (a) to which any member of the Merger Partner Group is a party; (b) by which any member of the Merger Partner Group or any Merger Partner IP or any other asset of any member of the Merger Partner Group is or may become bound or under which any member of the Merger Partner Group has, or may become subject to, any obligation; or (c) under which any member of the Merger Partner Group has or may acquire any right or interest. “Merger Partner Credit Agreement” means that certain Credit Agreement, dated as of August 3, 2021, among Xxxxxx Partner, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent, as amended. “Merger Partner Data” means all confidential data, information and data compilations contained in the Merger Partner IT Systems or any databases of any member of the Merger Partner Group, including Personal Data, that are used by, or necessary to the any member of the Merger Partner Group. “Merger Partner Data Processor” means a natural or legal Person, public authority, agency or other body that Processes Personal Data on behalf of, at the direction of, or while providing services to, the members of the Merger Partner Group. “Merger Partner Disclosure Letter” means the Merger Partner Disclosure Letter that has been prepared by Xxxxxx Partner in accordance with the requirements of Section 9.6 and that has been delivered by Xxxxxx Partner to Remainco concurrently with the execution of this Agreement. “Merger Partner Employee” means any current or former director, officer or employee of any member of the Merger Partner Group. “Merger Partner Equity Award” means each outstanding stock option, restricted stock unit, performance stock unit, or other equity or equity-based award awarded and outstanding under the Merger Partner Equity Plan or otherwise relating to equity interests of Merger Partner. “Merger Partner Equity Plan” means GCA Holdings, Inc.2005 Stock Incentive Plan, the Multimedia Games Holding Company, Inc. 2012 Equity Incentive Plan, and the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan. “Merger Partner Existing Indebtedness” means the Indebtedness evidenced by (a) the Merger Partner Credit Agreement and (b) the Merger Partner Senior Notes. “Merger Partner Group” shall have the meaning set forth in the Separation Agreement. “Merger Partner Information...
Merger Partner Common Stock shall have the meaning set forth in the Merger Agreement. “Merger Partner Dividend” shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Party” shall have the meaning set forth in the Preamble. “Person” shall have the meaning set forth in the Separation Agreement. “Relevant Leases” means the Leases identified on Schedule 2 attached hereto with respect to which the Consent of the Landlord is required for (a) the assignment to a Spinco Asset Transferee, (b) the assignment to a Remainco Asset Transferee, (c) the sublease or license to a Spinco Asset Transferee or similar agreement with a Spinco Asset Transferee or (d) the sublease or license to a Remainco Asset Transferee or similar agreement with a Remainco Asset Transferee. “Relocating Party” shall have the meaning set forth in Section 5.1. “Remainco” shall have the meaning set forth in the Preamble. “Remainco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Group” shall have the meaning set forth in the Separation Agreement.
Merger Partner Common Stock shall have the meaning set forth in the Merger Agreement. “Merger Partner Consolidated Return” means any U.S. federal consolidated Income Tax Return and any consolidated, combined, unitary or similar Income Tax Return required to be filed under state, local or non-U.S. Law that includes any member of the Spinco Group and that is not a Remainco Consolidated Return. A Merger Partner Consolidated Return shall include any U.S. federal consolidated Income Tax Return required to be filed by any member of the Spinco Group as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code), and any consolidated, combined, unitary or similar Income Tax Return required to be filed by any member of the Spinco Group under a similar or analogous provision of state, local or non-U.S. Law. “Merger Partner Dividend” shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Mixed Business Tax Return” means any Tax Return, including any consolidated, combined or unitary Tax Return, that reflects or reports Taxes that relate to at least one Asset or activity that is part of the Remainco Retained Business, on the one hand, and at least one Asset or activity that is part of the Spinco Business, on the other hand. “Non-Controlling Company” shall have the meaning set forth in Section 8.02(b). “Party” shall have the meanings set forth in the Preamble. “Past Practices” shall have the meaning set forth in Section 0.
Merger Partner Common Stock means the common stock, $0.001 par value per share, of Merger Partner. “Merger Partner Credit Agreement” means that certain Credit Agreement, dated as of August 3, 2021, among Xxxxxx Partner, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent, as amended. “Merger Partner Data” means all confidential data, information and data compilations contained in the Merger Partner IT Systems or any databases of any member of the Merger Partner Group, including Personal Data, that are used by, or necessary to any member of the Merger Partner Group. “Merger Partner Data Processor” means a natural or legal Person, public authority, agency or other body that Processes Personal Data on behalf of, at the direction of, or while providing services to, the members of the Merger Partner Group. “Merger Partner Disclosure Letter” means the Merger Partner Disclosure Letter that has been prepared by Xxxxxx Partner in accordance with the requirements of Section 11.6 and that has been delivered by Xxxxxx Partner to Remainco concurrently with the execution of this Agreement. “Merger Partner Employee” means any current or former director, officer or employee of any member of the Merger Partner Group. “Merger Partner Equity Award” means each outstanding stock option, restricted stock unit, performance stock unit, or other equity or equity-based award awarded and outstanding under the Merger Partner Equity Plan or otherwise relating to equity interests of Merger Partner, including Merger Partner Options, Merger Partner RSUs and Merger Partner PSUs. “Merger Partner Equity Plan” means the GCA Holdings, Inc. 2005 Stock Incentive Plan, the Everi Holdings Inc. 2012 Equity Incentive Plan, and the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan.