Parent Reverse Stock Split definition

Parent Reverse Stock Split has the meaning set forth in the Recitals.
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Parent Reverse Stock Split means a reverse stock split of Parent Common Stock not to exceed a combination of 10 for 1 that the Parent Board of Directors determines in its sole discretion is necessary or advisable in order for the Parent Common Stock to satisfy one of the requirements for qualifying the stock for quotation on the Nasdaq National Market or Nasdaq Small Cap Market.
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Parent Reverse Stock Split has the meaning set forth in Section 5.6.
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Examples of Parent Reverse Stock Split in a sentence

  • Notwithstanding the foregoing, the parties hereby agree that, subject to receiving the requisite approval of the holders of Parent Common Stock, Parent may implement the Parent Reverse Stock Split, including by amending Parent’s Governing Documents in order to reflect the Parent Reverse Stock Split, and no such implementation shall be deemed a violation or breach of this Section 5.1, or of any other provision of this Agreement.

  • Whenever in the judgment of the City Council it becomes necessary, in the interest of economy or because the necessity for the position or an employment involved no longer exists, the City Council may abolish any position or employment in the competitive service and lay off, demote or transfer an employee holding such position or employment without filing written charges and without the right to appeal.

  • Subject to receipt of the Parent Stockholder Approval with respect to the Parent Reverse Stock Split, no vote of Parent’s stockholders is needed to approve this Agreement or approve the Merger.

  • No fraction of a Parent Ordinary Share shall be issued upon the Parent Reverse Stock Split, no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent.

  • Traditionally, these experiments pro- vide reliable information on the soil hydraulic properties down to pressure heads of about –1000 cm (Wind 1968, Schindler 1980, Wendroth et al.

  • The Parent and the Company shall be entitled to recognize for all purposes, including, without limitation, the Parent Reverse Stock Split and the Merger, each such nominee as the record holder of the shares of Parent Common Stock and Parent Warrants designated by the Investor Parties to be held of record by such nominees.


More Definitions of Parent Reverse Stock Split

Parent Reverse Stock Split means the adoption of articles of amendment to Parent’s restated and amended articles of incorporation providing for a reverse stock split of the Parent Common Stock prior to the Effective Time, at a ratio to be determined by Parent. If approval of the Parent Authorized Capital Amendment is obtained, such amendment may be included in the same articles of amendment as the Parent Reverse Stock Split.
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Parent Reverse Stock Split means a reverse stock split by Parent of Parent Common Stock, if the price per share of Parent Common Stock is less than $10.00, at a ratio that would result in the opening price of the Parent Common Stock on the Closing Date to equal to $10.00 per share, as determined by the Parent Board of Directors.
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Related to Parent Reverse Stock Split

  • Reverse Stock Split means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.

  • Reverse Stock Split Date means the date on which the Reverse Stock Split is consummated and deemed effective.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Reverse Split has the meaning set forth in Section 5.21.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

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

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

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

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • 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 Shareholder Approval has the meaning set forth in Section 4.03(d).

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

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

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

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

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);