Merger Securities definition

Merger Securities means, collectively, the shares of stock that the Term Sheet provides will be issued by Surviving Parent pursuant to the Plan including, as applicable, all shares issuable upon conversion of such shares.

Merger Securities shall have the meaning set forth in Section 3.18 of the Merger Agreement.

Merger Securities means the collective reference to the Merger Shares and the $4,500,000 principal amount DSKX Note.

Examples of Merger Securities in a sentence

• Shareholder further acknowledges and agrees that this Affiliate Agreement does not constitute any liquidation or redemption event applicable to the Merger Securities under the Articles of Incorporation, Bylaws or other organizational documents of Hayex, xx contracts to which such Shareholder is a party.

• After the Effective Time and until the time that any such MMHC Common Stock certificates have been exchanged in accordance with the preceding sentence, such certificates will be deemed, for all purposes, to represent that number of Merger Securities that Parent would have the right to receive pursuant to Section 2.1(a).

• To the fullest extent permitted by Law, neither Parent nor the Surviving Corporation shall be liable to any holders of Cancelable Securities for any Merger Securities, cash or other property delivered from the Exchange Fund to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• All Merger Securities issued upon the surrender for exchange of shares of MMHC Common Stock in accordance with the terms of this Article II will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of MMHC Common Stock.

• Nothing herein imposes upon Access Beyond any obligation to register any Merger Securities under the 1933 Act.

More Definitions of Merger Securities

Merger Securities means the collective reference to (a) the DSKX Merger Shares and (b) the DSKX Note, issued and issuable by DSKX under this Agreement and the Photomedex Technology Merger Agreement.

Merger Securities means, collectively, all shares of Intuit Common Stock that are or may be issued by Intuit in connection with the Merger or pursuant to the Plan or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Affiliate agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Affiliate may acquire, unless such transaction may be lawfully consummated under applicable state "blue sky" securities law and unless: (i) such Merger Securities were issued pursuant to registration on Form S-4 under the 1933 Act and such transaction is permitted pursuant to Rules 145(c) and 145(d) under the 1933 Act (as described in Section 4 below) or pursuant to Rule 144 under the 1933 Act; or (ii) counsel representing Affiliate, which counsel is reasonably satisfactory to Intuit, shall have advised Intuit in a written opinion letter reasonably satisfactory to Intuit and Intuit's legal counsel, and upon which Intuit and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, transfer, exchange, pledge or other disposition of Merger Securities by Affiliate; or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Affiliate (sought by Affiliate or counsel to Affiliate, with a copy thereof and all other related communications delivered to Intuit and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take enforcement action, with respect to the proposed disposition of Merger Securities if consummated; or (v) in the event Affiliate is a partnership, such sale, transfer, exchange, pledge or other disposition is a pro-rata distribution to the partners of such partnership in accordance with...

Merger Securities has the meaning set forth in the Section 2.12(b).

Merger Securities has the meaning ascribed to such term in Section 3.3.

Merger Securities has the meaning set forth in Section 3.2.5.

Merger Securities means, collectively, all shares of Newco Common Stock that are or may be issued by Newco in connection with the Merger or the transactions contemplated by the Merger Agreements, or to any former holder of OpenVision options, warrants or rights to acquire shares of OpenVision Common Stock, and any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Stockholder agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Stockholder may acquire, unless: (i) such sale, transfer, exchange, pledge or disposition is permitted pursuant to Rule 145(d)(3) under the Securities Act (as contemplated by Section 4 hereof) and Newco's accountants have advised such Stockholder in writing that such sale, transfer, exchange, pledge

Merger Securities has the meaning set forth in the first Recital hereto, together with the Shares underlying any warrants assumed in the Merger.