Prime Stock definition
Examples of Prime Stock in a sentence
Any Prime Stock exchanged hereunder will be registered with the Commission and will be free of any and all liens, encumbrances and security interests, so that Shareholder may immediately sell or otherwise convey such Prime Stock without restriction.
Summit shall reserve and make available for issuance to holders of Prime Stock in connection with the Reorganization, on the terms and subject to the conditions of this Agreement, sufficient shares of Summit Stock to effect the conversion contemplated by Section 1.03 and related terms of this Agreement, which shares, when issued and delivered, will be duly authorized, legally and validly issued, fully paid and non-assessable and subject to no preemptive rights.
Summit is the beneficial owner of 106,700 shares of Prime Stock on the date hereof.
The number of shares of Summit Stock which may be purchased upon exercise of a particular Converted Option shall be the number of shares of Prime Stock which would have been issuable upon exercise in full of the related Prime Option multiplied by the Exchange Ratio and rounded down to the nearest whole number ("Converted Number").
Purchaser understands the risks of the transactions contemplated hereby and of ownership of the Prime Stock.
Further, Stillwater Bank shall amend the UCC-1 Financing Statement that may have been filed of record by the Stillwater Bank covering any and all collateral, including the Prime Stock, pledged by Prime to Stillwater Bank, to limit the collateral pledged by Prime to only 973,461 shares of the Prime Stock and terminating its lien in and to any and all other collateral.
In addition, Stillwater Bank shall have returned to Prime 1,000,000 shares of Prime Stock pledged by Prime to the Stillwater Bank, and Prime and Stillwater Bank shall have amended the Prime Security Agreement so that the only collateral pledged or to be pledged by Prime under the Prime Security Agreement or any other security agreement relating to the Prime Guaranty or any loans by the Stillwater Bank to SBL is 973,461 shares of the Company Common Stock.
By virtue of the Reorganization and without further action on anyone's part, Summit shall assume the obligation of Prime to pay dividends, if any, on Prime Stock which have a record date prior to the Effective Time but which are not payable until after the Effective Time.
Prime will coordinate with Summit the declaration of any dividends and the record and payment dates thereof so that the holders of Prime Stock will not be paid two dividends for a single calendar quarter with respect to their shares of Prime Stock and any shares of Summit Stock they become entitled to receive in the Reorganization or fail to be paid one dividend in each calendar quarter between the date hereof and the Effective Time.
The Sellers shall have received copies of any Tax opinions or other opinions provided to the Purchaser, on behalf of the Sellers, as required by the Securitization Documents, rating agencies or trustee in connection with the acquisition of the Prime Stock and the assumption of the roles of transferor and servicer under the Prime Master Trust in order to consummate the transactions contemplated hereby.