Examples of PCB Common Stock in a sentence
The DFPI Permit shall approve the issuance of a sufficient number of shares of PCB Common Stock to complete the exchange of the Shares for shares of PCB Common Stock pursuant to Article II of this Agreement.
PCB does anticipate that it will adopt and implement an equity incentive plan that will provide for the grant of restricted stock awards and stock options (including incentive and non-qualified stock options) to officers and directors of PCB and will contain up to an aggregate number of shares of PCB Common Stock equal to thirty percent (30%) of the then outstanding common stock of PCB.
In lieu thereof, any holder of Shares entitled to receive a fractional share of PCB Common Stock shall be entitled to receive a cash payment, which payment shall be calculated by the Exchange Agent as an amount equal to the product of such fractional share interest multiplied by the Cash Consideration.
The shares of PCB Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be converted or otherwise affected by the Merger.
No dividends or other distributions in respect of the PCB Common Stock shall be paid to any holder of any non-surrendered Certificate until such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 2.4(g)) is surrendered for exchange in accordance with this Article II.
PCB and NCB contemplate that all shares of PCB Common Stock exchanged for the Shares in the Merger shall be exempt from the Securities Act under the provisions of Section 3(a)(10) of the Securities Act.
Notwithstanding any provision herein to the contrary, if, during the period from the date of this Agreement to the Effective Time, the shares of PCB Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, appropriate adjustments shall be made, if necessary, to the Stock Consideration.
Notwithstanding any other provision of this Agreement, no fractional shares of PCB Common Stock will be issued in exchange for Shares.
It is intended that the transfer of NCB Common Stock in exchange for PCB Common Stock pursuant to the Merger shall constitute an exchange within the meaning of Section 351 of the Code.
All shares of PCB Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and, whenever a dividend or other distribution is declared by PCB in respect of the PCB Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement.