Examples of Potlatch Common Stock in a sentence
Prior to the Distribution, the Parties shall have prepared and mailed to the holders of Potlatch Common Stock the Information Statement and such other information concerning Clearwater, its business, operations and management, the Distribution and such other matters as Potlatch shall reasonably determine and as may be required by Law.
In lieu of receiving fractional shares, each holder of Potlatch Common Stock who would otherwise be entitled to receive a fractional share of Clearwater Common Stock pursuant to the Distribution will receive cash for such fractional share.
As a result of the Distribution and the transfers of liabilities and assets described in Section 4.1(c), each Clearwater Savings Plan and each Potlatch Savings Plan shall include investment funds comprised of Potlatch Common Stock and Clearwater Common Stock.
Potlatch shall instruct the Agent to (i) based on the Distribution Ratio, distribute the Clearwater Common Stock to each holder of record of Potlatch Common Stock at the close of business on the Record Date, and (ii) after completing the transactions described in Section 3.3, deliver to Clearwater as a contribution to Clearwater, all remaining shares of Clearwater Common Stock, if any, then held by the Agent.
In that regard, we hereby consent to the reference to our Opinion Letter under the captions “Summary—Opinion of Deltic’s Financial Advisor,” “Risk Factors Relating to the Merger,” “Deltic’s Reasons for the Merger; Recommendation of the Deltic Board,” and “The Issuance of Potlatch Common Stock and the Adoption of the Merger Agreement—Opinion of Deltic’s Financial Advisor” and to the inclusion of the foregoing opinion in the Joint Proxy Statement/Prospectus included in the Registration Statement.
Potlatch shall use its reasonable best efforts to cause the shares of Potlatch Common Stock to be issued in the Merger and upon the exercise or settlement, as applicable, of Deltic Stock Option Awards, Deltic Restricted Stock Awards and Deltic Performance-Based Restricted Stock Awards following the Effective Time, to be approved for listing on Nasdaq, in each case subject to official notice of issuance, prior to the Closing Date.
All such cash and Potlatch Common Stock deposited with the Exchange Agent is hereinafter referred to as the “Exchange Fund”.
The shares of Potlatch Common Stock issuable (i) as Merger Consideration pursuant to this Agreement and (ii) upon the exercise or settlement, as applicable, of Deltic Stock Option Awards, Deltic Restricted Stock Awards and Deltic Performance-Based Restricted Stock Awards on or following the Effective Time, shall have been approved for listing on Nasdaq, in each case subject to official notice of issuance.
No certificates or scrip representing fractional Potlatch Common Stock shall be issued upon the conversion of Deltic Common Stock pursuant to Section 2.01(b), and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of shares of Potlatch Common Stock.
No dividends or other distributions declared or made with respect to Potlatch Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Potlatch Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(f), until the surrender of such Certificate in accordance with this Article 2.