Examples of Montage Common Stock in a sentence
During the three (3) year period prior to the date of this Agreement, neither Marigold nor any Marigold Subsidiary nor any “affiliate” or “associate” of Marigold “beneficially owned” (as such terms are defined in Articles 14 and 14.1 of the VSCA) 10% or more of the outstanding shares of any class of Montage Common Stock.
The affirmative vote of a majority of the total votes cast by holders of Montage Common Stock outstanding and entitled to vote thereon is the only vote of the holders of any class or series of Montage’s capital stock necessary to approve the Montage Share Issuance (the “Required Montage Vote”).
Except as set forth in the second sentence of this Section 4.2(a) or Section 4.2(b) of the Montage Disclosure Letter, as of the date of this Agreement, (i) there are no options, restricted stock or other equity-based awards issued by Montage or any Montage Subsidiary currently outstanding under the Montage Benefit Plans or otherwise and (ii) Montage does not have any Montage Common Stock or other Equity Interests issued or outstanding.
The following table sets forth the closing sale price per share of Southwestern Common Stock and Montage Common Stock as reported on the NYSE as of August 11, 2020, the last trading day prior to the public announcement of the merger, and on September 30, 2020, the last practicable trading day before the date of this proxy statement/prospectus.
Barclays expressed no opinion as to the prices at which shares of Montage Common Stock or shares of Southwestern Common Stock would trade following the announcement of the merger or the potential effects of (1) any financing transactions by Southwestern announced or consummated on or after August 12, 2020, or (2) the volatility then being experienced in the credit, financial and stock markets on shares of Montage Common Stock or shares of Southwestern Common Stock or the merger.
Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Montage Common Stock present in person or represented by proxy at the Montage Special Meeting and entitled to vote thereat.
For shares held directly, please complete, sign, date and return each proxy card, or you may cast your vote by telephone or Internet as provided on each proxy card, or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Montage Common Stock are voted.
The rights associated with Montage Common Stock are different from the rights associated with Southwestern Common Stock.
Barclays noted that the exchange ratio of 1.8656 shares of Southwestern Common Stock for each share of Montage Common Stock provided for in the Merger Agreement falls within the range of implied exchange ratios calculated by Barclays’ comparable company analysis.
At the close of business on September 30, 2020, the latest practicable date prior to the date of this proxy statement/prospectus, Montage’s directors and executive officers and their affiliates (other than EnCap, which is discussed below), as a group, beneficially owned and were entitled to vote approximately 443,237 shares of Montage Common Stock, collectively representing 1.2% of the shares of Montage Common Stock outstanding on that date.