Examples of PSS Common Stock in a sentence
Stockholder, as a holder of PSS Common Stock, shall be present in person or by proxy at all meetings of stockholders of PSS so that all Shares are counted for purposes of determining the presence of a quorum at such meetings.
To the extent permitted by Law, former stockholders of record of GSMS shall be entitled to vote after the Effective Time at any meeting of PSS stockholders the number of whole shares of PSS Common Stock into which their respective shares of GSMS Common Stock are converted, regardless of whether such holders have exchanged their Certificates for certificates representing PSS Common Stock in accordance with the provisions of this Agreement.
The stockholders of PSS shall have approved (i) the issuance of shares of PSS Common Stock pursuant to the Merger, as and to the extent required by Law, by the provisions of any governing instruments, or by the rules of the NASD, and (ii) an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS.
All of the issued and outstanding shares of PSS Capital Stock are, and all of the shares of PSS Common Stock to be issued in exchange for shares of GSMS Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and fully paid and non-assessable.
None of the outstanding shares of PSS Capital Stock has been, and none of the shares of PSS Common Stock to be issued in exchange for shares of GSMS Common Stock upon consummation of the Merger will be, issued in violation of any preemptive rights of the current or past stockholders of PSS.
Upon the request of the undersigned, PSS shall cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met.
The undersigned further recognizes that, in the event that the undersigned is a director or officer of PSS or becomes a director or officer of PSS upon consummation of the Merger, among other things, any sale of PSS Common Stock by the undersigned within a period of less than six months following the effective time of the Merger may subject the undersigned to liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.
PSS shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS Common Stock by such affiliates.
The market value of one share of PSS Common Stock at the Effective Time shall be the average of the last sale price of a share of such common stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by PSS) for the ten most recent days that PSS Common Stock has traded, ending on the last trading day preceding the Effective Time.
PSS shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS.