QuadraMed Common Stock definition
Examples of QuadraMed Common Stock in a sentence
There are no other outstanding shares of capital stock or voting securities of QuadraMed other than shares of QuadraMed Common Stock issued after October 21, 1997 upon the exercise of options or warrants.
No fraction of a share of QuadraMed Common Stock will be issued in the Merger.
The shares of QuadraMed Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid, and non-assessable.
Medicus and QuadraMed agree to continue the quotation of Medicus Common Stock and QuadraMed Common Stock, respectively, on the Nasdaq National Market during the term of the Agreement.
The Exchange Ratio and the Per Share Cash Amount shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into QuadraMed Common Stock or Medicus Common Stock), reorganization, recapitalization or other like change with respect to QuadraMed Common Stock or Medicus Common Stock occurring after the date hereof and prior to the Effective Time.
No dividends or other distributions with respect to QuadraMed Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of QuadraMed Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate.
The terms of the Medicus Stock Option Plans permit the assumption or substitution of options to purchase QuadraMed Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities, the Medicus stockholders, or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for those options.
Each record holder immediately prior to the Effective Time of shares of Medicus Common Stock will be entitled (i) to elect to receive cash for none, some or all of such shares (a "Cash Election"), (ii) to elect to receive QuadraMed Common Stock for none, some or all of such shares (a "Stock Election"), or (iii) to indicate that such record holder has no preference as to the receipt of cash or QuadraMed Common Stock for such shares (a "Non-Election").
In no event shall the aggregate number of shares of QuadraMed Common Stock which QuadraMed is obligated to issue (1) upon the exercise of Warrants and (2) in exchange for outstanding shares of Medicus Common Stock pursuant to this Agreement exceed a total of 1,800,000 shares.
Notwithstanding any other provisions of this Agreement to the contrary, shares of Medicus QuadraMed Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration.