Public Stock Merger definition

Public Stock Merger means an event described in clause (iii) of the definition of Change of Control Event pursuant to which all of the outstanding shares of Common Stock held by holders who are not affiliated with the Company or any entity acquiring the Company are exchanged for, converted into or constitute solely (except to the extent of applicable appraisal rights or cash received in lieu of fractional shares) the right to receive as consideration Public Stock.
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Public Stock Merger a merger, consolidation, amalgamation, reorganization or other transaction pursuant to which all of the outstanding shares of Common Stock of the Company are exchanged for, converted into or constitute solely (except to the extent of applicable appraisal rights or cash received in lieu of fractional shares) the right to receive common stock listed on a recognized national securities exchange, and with respect to which the Warrants will be exercisable into such common stock.
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Examples of Public Stock Merger in a sentence

  • In connection with a Public Stock Merger, the Company may by written notice to the Holders not less than ten (10) Business Days prior to the effective date of such Public Stock Merger elect to have all the unexercised Warrants remain outstanding after the Public Stock Merger, in which case the Warrants will remain outstanding as adjusted pursuant to Section 5.5 and the other provisions of Article 5 hereof.

  • With respect to any Warrants that (a) are transferred by the Initial Investor to a non-Affiliate or (b) are outstanding after a Qualifying Public Stock Merger, the provisions of Sections 5.5 and 5.6 shall cease to apply.

  • Prior to a Change in Control Event that is a Qualifying Public Stock Merger, so long as the Initial Investor is a Significant Holder, the Company shall not, without the consent of the Initial Investor, except for Qualifying Employee Stock, issue any Voting Stock (other than Common Stock), preferred stock or instruments convertible, exchangeable or exercisable into preferred stock or Voting Stock (other than Common Stock).

  • Prior to a Change in Control Event that is a Public Stock Merger, so long as the Initial Investor is a Significant Holder, the Company shall not, without the consent of the Initial Investor, take any action to implement a stockholders rights plan or any anti-takeover defense with a similar effect.

  • For the avoidance of doubt, the adjustments set forth in this Section 5.5 shall be applicable to any Warrants that remain outstanding pursuant to this Agreement in connection with a Public Stock Merger or Mixed Consideration Merger (including any adjustment applicable in connection with such Public Stock Merger or Mixed Consideration Merger).

Related to Public Stock Merger

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Public Stockholders means the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • First Merger has the meaning set forth in the Recitals.

  • Share Exchange has the meaning set forth in Section 2.1.

  • Common Shares means the common shares in the capital of the Corporation;

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Public Share means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Voting Common Stock means the voting common stock, par value $0.01 per share, of the Company.