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, 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...

Examples of Merger Securities in a sentence

• The Purchaser Merger Securities, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable.

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• If, after the Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal rights, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Purchaser Merger Securities, if any, to which such holder is entitled, without interest.

• Target shall have received evidence of the issuance of the Purchaser Merger Securities to the Target Securityholders entitled to Purchaser Merger Securities at the Closing.

• Each of Purchaser and Target will provide the other and their respective legal counsel, a reasonable opportunity to review and comment on drafts of any documents related to Target Stockholders meeting or the issuance of the Purchaser Merger Securities in respect of the Merger, prior to filing such documents with the SEC.

More Definitions of Merger Securities

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

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 has the meaning set forth in the Section 2.10(b).

Merger Securities has the meaning set forth in Section 3.2.5.

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

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

Merger Securities as defined in Section 2.3(b).