Parent Series A Stock definition

Parent Series A Stock means the Series A common stock, $.01 par value per share, of Parent, or such other securities as may be issuable to holders of Company Common Stock in the Merger in accordance with Section 2.5.
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Parent Series A Stock shall have the meaning ascribed to such term in SECTION 3.2 hereof. "Parent Transaction Agreements" shall have the meaning ascribed to such term in SECTION 3.4 hereof.
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Parent Series A Stock means the preferred stock, par value $0.001 per share, of Parent issued pursuant to the Certificate of Designation of the Preferences and Rights of Series A Preferred Stock of Parent accepted by the Utah Division of Corporations August 17, 2017, a copy of which has been provided the Parties;
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Examples of Parent Series A Stock in a sentence

  • No certificates or scrip representing fractional shares of Parent Series A Stock will be issued upon the surrender for exchange of Certificates for Company Common Stock; and no such fractional share interest will entitle the owner thereof to vote as, or to any other rights of, a stockholder of Parent.

  • In lieu of such fractional shares, any holder of Company Common Stock who would otherwise be entitled to a fractional share of Parent Series A Stock will, upon surrender of his Certificate to the Exchange Agent in accordance with Section 2.4(c), be entitled to receive cash in an amount determined by multiplying such fraction by the Parent Market Price as of the Closing Date and rounding the product to the nearest whole cent.

  • No dividends or other distributions declared or made after the Effective Time with respect to Parent Series A Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Series A Stock for which such Certificate is then entitled to be exchanged, until the holder of record of such Certificate will surrender such Certificate as provided herein.

  • The shares of Parent Series A Stock to be issued in the Merger, will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities laws.

  • If the foregoing calculation results in a restricted share of Company Common Stock being convertible for a fraction of a share of Parent Series A Stock, then the number of shares of Parent Series A Stock to be issued will be rounded up to the nearest whole number of shares, with no cash being payable for such fractional share.

  • The shares of Parent Series A Stock to be issued and delivered pursuant to Section 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Section 2.4 and as described in the Registration Statement, duly authorized, validly issued, fully paid and nonassessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof granted by Parent or under applicable law.

  • No vote of stockholders of Parent is required under the DGCL, the Parent Charter, Parent's Bylaws or the rules and regulations of the NYSE in order for Parent to validly perform its obligations under this Agreement (including, without limitation, its obligation to issue the Parent Series A Stock pursuant to Article II hereof).

  • The shares of Parent Series A Stock to be issued pursuant to this Agreement and upon exercise of the Converted Options and the Converted Warrants and conversion of the Company Series A Preferred Stock will have been approved for listing on the NYSE, subject only to official notice of issuance.

  • The Company will use commercially reasonable efforts to cause each Person who is identified as an "affiliate" in the letter referred to above to deliver to Parent, on or prior to the Closing Date, a written agreement, in substantially the form annexed hereto as Exhibit 3.3, that such Person will not offer to sell or otherwise dispose of any shares of Parent Series A Stock issued to such Person pursuant to the Merger in violation of the Securities Act and the rules and regulations thereunder.

  • The Parent Series A Stock is duly listed on the NYSE and no inquiry or proceeding has been initiated or, to Parent's knowledge, threatened for the purpose of causing such listing to be terminated or restricted.


More Definitions of Parent Series A Stock

Parent Series A Stock means the shares of preferred stock that will be authorized in accordance with the Parent Charter that have terms mutatis mutandis to the Gadsden Series A Preferred Shares.
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Parent Series A Stock means the Series A Preferred Shares, NIS 0.01, of the Parent.
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Parent Series A Stock has the meaning set forth in Section 5(e).
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Parent Series A Stock shall have the meaning set forth in Section 3.2. -----------
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Parent Series A Stock means Parent's Series A Preferred Stock, par value $0.01, having the rights and preferences as set forth in Annex D hereto, to be authorized at the Parent Shareholders Meeting and having an initial liquidation preference in the aggregate equal to the aggregate liquidation preference, immediately prior to the Effective Time, of the shares being exchanged therefor in the Merger.
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Parent Series A Stock shall have the meaning set forth in Recital E. "PARENT STOCK" shall have the meaning set forth in Section 1.7(a). "PEI" shall have the meaning set forth in the preamble. "PEI CERTIFICATES" shall have the meaning set forth in Section 1.7(b). "PEI COMMON STOCK" shall have the meaning set forth in Recital B. "PEI CONTRACT" shall have the meaning set forth in Section 3.20(j). "PEI DESIGNATED PLANS" shall have the meaning set forth in Section 3.23(a). "PEI INDEMNIFIED PARTIES" shall have the meaning set forth in Section 6.3. "PEI MATERIAL ADVERSE EFFECT" shall have the meaning set forth in Section 3.1. "PEI RELATED DOCUMENTS" shall have the meaning set forth in Section 3.4. "PEI SHAREHOLDER DEBT" shall have the meaning set forth in Recital B. "PEI SHAREHOLDERS" shall have the meaning set forth in Section 1.6(a). "PERSON" shall have the meaning set forth in Section 1.5(c)(ii). "PLANS" shall have the meaning set forth in Section 2.26(a). "PRO RATA SHARE" shall have the meaning set forth in Section 1.5(c)(v). "PROPRIETARY RIGHTS" shall have the meaning set forth in Section 2.8. "REGULATED ACTIVITY" shall have the meaning set forth in Section 2.27(c)(iv). "REMAINDER NOTE" shall have the meaning set forth in Section 5.2(c). "REMAINING OPTION SHARES" shall have the meaning set forth in Section 1.5(c)(ix). "RPM WARRANTS" shall have the meaning set forth in Section 1.5(c)(x). "SEC" shall have the meaning set forth in Section 1.12. "SECURITIES ACT" shall have the meaning set forth in Section 1.12. "SHAREHOLDER REPRESENTATIVE" shall have the meaning set forth in Section 6.4(a). "SIGNIFICANT PEI SHAREHOLDER" shall have the meaning set forth in Section 1.5(c)(ii). "SUB" shall have the meaning set forth in the preamble. "SUBSIDIARY" shall have the meaning set forth in the preamble to Section 2. "SURRENDERED SHARES" shall have the meaning set forth in Section 1.5(c)(vii). "SURVIVAL PERIODS" shall have the meaning set forth in Section 6.1. "SURVIVING PEI" shall have the meaning set forth in Section 1.1. "SURVIVING OPTIONS" shall have the meaning set forth in Section 1.5(c)(iv). "TAX RETURNS" shall have the meaning set forth in Section 2.15. "$2 MILLION NOTES" shall have the meaning set forth in Section 5.2(c). "$3 MILLION NOTE" shall have the meaning set forth in Section 5.2(c). AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"), dated as of July 31, 2001, is entered into by and between Industrial Data Systems Corporation, a Nevada corporation (...
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Related to Parent Series A Stock

  • Series A Stock means the Company's Series A Convertible Redeemable Preferred Stock, par value $.005 per share.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Company Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

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

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Preferred Stock as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

  • Series C Preferred means all shares of the Series C Preferred Stock, $0.001 par value per share, of the Company.

  • Series A Preferred means the Series A preferred stock, $.01 par value per share, of the Company.

  • Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Series B Preferred means the Company's Series B Preferred Stock, par value $0.01 per share.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.

  • Designated Preferred Stock means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof.

  • Series A Shares means the Company’s Series A Preferred Stock, par value $0.01 per share.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.