Examples of New Parent Common Stock in a sentence
Stock Consideration): The number of validly issued, fully paid and nonassessable shares of New Parent Common Stock equal to the quotient of (i) such holder’s Consideration Value divided by (ii) $10.00.
Subject to the terms and conditions of the Business Combination Agreement, no more than five business days following the occurrence of Trigger Event 1 (as defined below) or Trigger Event 2 (as defined below), New Parent will issue to the Sponsor (i) 2,000,000 shares of New Parent Common Stock in the case of Trigger Event 1, and (ii) 2,000,000 shares of New Parent Common Stock in the case of Trigger Event 2 (such shares, the “Deferred Shares”).
Mixed Consideration): (A) a cash amount equal to 10% of such holder’s Consideration Value (the “Cash Option B Amount”) plus (B) the number of validly issued, fully paid and nonassessable shares of New Parent Common Stock equal to (i) such holder’s Consideration Value divided by $10.00, minus (ii) such holder’s Cash Option B Amount divided by $8.50.
New Parent Common Stock and New Parent Warrants are expected to trade under the symbols “ARKO” and “ARKOW,” respectively, following the consummation of the Business Combination.This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting.
Subject to receiving the reports described in Section 4.02(g), BA Alpine Holdings shall provide written notice to the Managing Member if at any time BA Alpine Holdings and its affiliates beneficially own, in the aggregate, less than 4.9% of the outstanding New Parent Common Stock, whether as a result of hedging or derivatives transactions or otherwise.
Until the earlier of (a) the three-year anniversary of the date of this Agreement and (b) Series I beneficially owning, in the aggregate, less than 10% of the New Parent Common Stock beneficially owned by Series I as of November 2, 2009, the Company shall not enter into any compensation arrangement or any agreement that is not on arms-length terms with any Ramius Key Principal without the consent of the Series I Members holding a majority of the Series I Percentage Interests.
As of the date of this Agreement, each Member’s Percentage Interest shall be as set forth opposite such Member’s name on Schedule B, and shall be equal to the number of shares of New Parent Common Stock calculated as the product of (x) such Member’s Percentage Interest in the Company immediately prior to the closing of the Transactions and (y) the aggregate number of shares of New Parent Common Stock received by the Company in the Transactions.
Following a distribution to a Series I Member in accordance with this Section 4.02, the Managing Member will notify such Member of the number of shares of New Parent Common Stock beneficially owned by such Member through its Series I Interest.
As even the trial court noted in excluding the evidence, her proffered testimony was “valid opinion” that would have laid bare the failures of the investigation and analysis that comprised Ms. Kenney’s “audit.” See People v.
None of Parent Parties is, and immediately after the issuance and sale of the New Parent Common Stock pursuant to this Agreement none of the Parent Parties will be, required to register as an “investment company” or a company “controlled by” an entity required to register as an “investment company” within the meaning of the Investment Company Act of 1940.