Merger Share Issuance definition

Merger Share Issuance shall have the meaning specified in Section 5.18.
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Examples of Merger Share Issuance in a sentence

  • Total consideration for the merger was determined by both parties at arm’s length negotiation taking into account the respective gross merchandise volume of 58 Suyun and GoGoVan, and the Merger Share Issuance was completed on August 29, 2017.

  • The Merger and the issuance by Holdco of Holdco Common Stock in connection with the Merger (the "Merger Share Issuance") are referred to in this Agreement collectively as the "Merger Transactions".

  • The Merger, Share Issuance and other transactions contemplated by this Agreement do not trigger any requirements under any federal, state, local or foreign laws relating to the environment or natural resources which condition the transfer of assets, real estate or stock on the approval of or the need to notify a Governmental Authority having jurisdiction over the environment or natural resources.

  • The votes required for each proposal are as follows: ● Proposal No. 1 (Merger Share Issuance Proposal).

  • Assuming a quorum is present, the Merger Share Issuance Proposal will be approved by NTN’s stockholders if a majority of the votes cast on this proposal are “FOR” this proposal.

  • The PIP Amendment Proposal is conditioned upon the approval by the Zurn stockholders of the Merger Share Issuance Proposal.

  • The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Merger Share Issuance Proposal.

  • As a result of the Merger Share Issuance Proposal, however, the overall ownership percentage of the current holders of Zurn Common Stock in Zurn will be diluted if the Merger is consummated.Q.Will the management of Zurn or the Board change upon consummation of the Merger?A.Concurrently with the closing of the Merger, Zurn will increase the size of the Zurn Board by two and appoint two Elkay representatives (Timothy Jahnke and Errol Halperin) to the Zurn Board to fill the newly created seats.

  • The Merger, Share Issuance and other transactions contemplated by this Agreement do not trigger any requirements under any federal, state, local or foreign laws relating to the environment or natural resources which condition the transfer of assets, real estate or stock on the approval of or the need to notify a Governmental Authority having jurisdiction over the environment or natural resources.SECTION 4.17 Specified F Co Contracts.(a) Status of Specified F Co Contracts.

  • If, at the special meeting, the NTN board of directors determines that it is necessary to seek to adjourn the special meeting to seek additional proxies to approve the Merger Share Issuance Proposal, the Reverse Stock Split Proposal, the Increase in Authorized Shares Proposal, the Series A Voting Rights Proposal, or the Asset Sale Proposal, then the NTN board of directors will move to vote on the Adjournment Proposal.

Related to Merger Share Issuance

  • Share Issuance means the issuance of Parent Common Stock pursuant to the Merger.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Permitted Share Issue means an issue of:

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

  • Pubco Shares means those 36,097,500 fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco on the Closing Date;

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

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Share Issuer means the issuer of the Share.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

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

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • 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”):

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).