Purchaser Parent Common Stock definition

Purchaser Parent Common Stock means the common stock, $0.01 par value per share, of Purchaser Parent.
Sample 1

Examples of Purchaser Parent Common Stock in a sentence

  • Purchaser Parent shall also take any action required to be taken under applicable state blue sky or securities laws in order to effect the issuance of Purchaser Parent Common Stock pursuant to this Agreement.

  • Notwithstanding any other provision of this Agreement, neither certificates nor scrip for fractional shares of Purchaser Parent Common Stock shall be issued in the Merger.

  • The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Purchaser Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of Purchaser Parent Common Stock for the account of the Persons entitled thereto.

  • Each holder of Seller Capital Stock who otherwise would have been entitled to a fraction of a share of Purchaser Parent Common Stock (after taking into account all Certificates or Book-Entry Shares delivered by such holder) shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the Purchaser Parent Average Share Price, rounded to the nearest whole cent.

  • Purchaser Parent shall, as promptly as practicable, file all documents, take all actions reasonably necessary and otherwise use its reasonable best efforts to cause the shares of Purchaser Parent Common Stock to be issued to the Seller shareholders and holders of Net Vested Seller Shares, Net Vested Seller RSU Shares, and Net Vested PRSU Shares as the Merger Consideration in the Merger to be approved for quotation on Nasdaq prior to the Effective Date.

  • No dividends or other distributions in respect of the Purchaser Parent Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 3.02(e)) or Book-Entry Shares are surrendered for exchange in accordance with this Article III.

  • The affirmative vote (or action by written consent) of the holders of a majority of the shares of Purchaser Parent Common Stock voting at the Purchaser Parent Meeting is necessary to approve the issuance of the Purchaser Parent Common Stock in the Merger.

  • The shares of Purchaser Parent Common Stock to be issued to the Seller shareholders, including holders of Net Vested Seller Shares, Net Vested Seller RSU Shares and Net Vested Seller PRSU Shares, as the Merger Consideration in the Merger, shall have been approved for listing on the Nasdaq.

  • By Purchaser Parent or Seller, if the issuance of the shares of Purchaser Parent Common Stock in the Transaction and any other matters required to be approved by Purchaser Parent’s shareholders for consummation of the Transaction shall not have been duly approved by holders of a majority of shares of Purchaser Parent Common Stock voting at the Purchaser Parent Meeting duly called and held for such purpose.

  • Prior to the Closing, the Purchaser Parent Board shall reserve for issuance a sufficient number of shares of Purchaser Parent Common Stock for the purpose of issuing its shares in exchange for shares of Seller Capital Stock in the Merger or upon the exercise of Seller Warrants, if any, assumed by Purchaser Parent in accordance with Section 3.09(b) above.

Related to Purchaser Parent Common Stock

  • Parent Common Shares means the common shares of the Parent;

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

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

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

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

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

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

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

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Acquiror Common Stock means the common stock, par value $0.001 per share, of Acquiror.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

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

  • Parent Ordinary Shares means the ordinary shares, par value $0.25 per share, of Parent.

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

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

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

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

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

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

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

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.