NDC Common Stock definition

NDC Common Stock means the outstanding shares of common stock, $0.125 par value, of NDC.
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Examples of NDC Common Stock in a sentence

  • Any delivery of NDC Common Stock to Stockholders shall be of full shares and any fractional portions shall be rounded to a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Stockholders.

  • NDC further covenants and agrees that it will not, without the prior written consent of Source, which consent shall not be unreasonably withheld, amend the Certificate of Incorporation or Bylaws of NDC or, except as expressly contemplated by this Agreement, the NDC Rights Agreement, in each case, in any manner adverse to the holders of Source Common Stock as compared to rights of holders of NDC Common Stock generally as of the date of this Agreement.

  • None of the outstanding shares of NDC Capital Stock has been, and none of the shares of NDC Common Stock to be issued in exchange for shares of Source Common Stock upon consummation of the Merger will be, issued in violation of any preemptive rights of the current or past stockholders of NDC.

  • All of the issued and outstanding shares of NDC Capital Stock are, and all of the shares of NDC Common Stock to be issued in exchange for shares of Source Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and fully paid and nonassessable under the DGCL.

  • NDC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of NDC Common Stock by such affiliates.

  • When the magnetic flux at the reed has a specific magnitude and orientation with respect to the orientation of the reed blades, it magnetizes both ferromagnetic blades such that the closing force between the north- and south-pole is sufficient to overcome the stiffness of the blades.

  • The shares of NDC Common Stock issuable pursuant ---------------- to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

  • During the five-day period commencing with its receipt of such notice, NDC shall have the option, in its sole discretion, to elect to revise the Common Exchange Ratios to equal that fraction of a share of NDC Common Stock (rounded to the nearest ten thousandth of a share) obtained by dividing the product of the Common Base Exchange Ratio or the Common Escrow Exchange Ratio, as the case may be, and the Lower Threshold Price by the Average Closing Price at the Determination Date.

  • As soon as reasonably -------------------------------------------- practicable after execution of this Agreement, NDC shall prepare and file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of NDC Common Stock upon consummation of the Merger.

  • NDC shall use its reasonable efforts to list, ---------------- prior to the Effective Time, on the NYSE, subject to official notice of issuance, the shares of NDC Common Stock to be issued to the holders of Source Common Stock pursuant to the Merger, and NDC shall give all notices and make all filings with the NYSE required in connection with the transactions contemplated herein.

Related to NDC Common Stock

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Class V Common Stock means the Class V common stock, par value $0.0001 per share, of the Corporation.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

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

  • Class A Common Stock means the Class A Common Stock, par value $.01 per share, of the Company.

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then outstanding Common Stock Equivalents.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Class B Common Stock means the Class B common stock, par value $0.0001 per share, of the Company.

  • Company Common Stock means the common stock, par value $0.01 per share, of the Company.

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Founders’ Common Stock means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

  • Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Seller Common Stock means the common stock, par value $0.01 per share, of Seller.

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

  • Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.