Red Lion Common Shares definition

Red Lion Common Shares has the meaning set forth in the Merger Agreement.
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Red Lion Common Shares has the meaning set forth in the recitals.
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Examples of Red Lion Common Shares in a sentence

  • For the avoidance of doubt, the issuance, sale or transfer of Navy equity or debt shall not constitute a Transfer for purposes of this Agreement; provided, however, that the issuance, sale or transfer of any of the equity securities of any Subsidiary of Navy that, directly or indirectly, owns Red Lion Common Shares shall be a Transfer of Red Lion Common Shares that is subject to the restrictions on Transfer set forth in this Agreement (to the extent applicable).

  • Immediately prior to the Effective Time, there will be issued and outstanding a number of Red Lion Common Shares equal to 12,000 plus the number of Red Lion Common Shares determined in accordance with Section 2.3 of the Separation Agreement.

  • There are no outstanding contractual obligations of any member of the Red Lion Group (A) to repurchase, redeem or otherwise acquire any shares of capital stock of any member of the Red Lion Group, or (B) pursuant to which any member of the Red Lion Group could be required to register Red Lion Common Shares or other securities under the Securities Act, except any such contractual obligations entered into after the date hereof as permitted by Section 5.2.

  • The Red Lion Common Shares to be issued in the Merger and the Red Lion Common Shares to be held by Navy shall have been authorized for listing on NYSE, subject to official notice of issuance.

  • No dividends or other distributions with respect to Red Lion Common Shares issuable with respect to the shares of Xxxxx Common Stock shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares until those Certificates or Book-Entry Shares are surrendered as provided in this Article II.

  • Red Lion and Navy shall use reasonable best efforts to cause (i) the Red Lion Common Shares to be issued in the Merger, (ii) the Red Lion Common Shares to be owned by Navy following the Red Lion Restructuring and (iii) the Red Lion Common Shares to be reserved for issuance upon the exercise of an option to acquire Red Lion Common Shares, to be approved for listing on NYSE, subject to official notice of issuance, prior to the Closing Date.

  • None of Navy, Xxxxx or Red Lion shall be liable to any holder of shares of Xxxxx Common Stock for cash or Red Lion Common Shares (or dividends or distributions with respect thereto) from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • Immediately prior to the Effective Time, (a) all of the issued and outstanding Red Lion Common Shares will be owned of record by Navy, (b) will be validly issued, fully paid and nonassessable, (c) will not be subject to or issued in violation of any preemptive rights and (d) will be owned by Navy free and clear of any liens.

  • Fair value was determined as nil.A fair value loss of $11.8 million has been recognised in respect of North American barter credits.

  • The affirmative vote of the holders of a majority of the outstanding Red Lion Common Shares, which vote has been obtained, and the affirmative vote of the holders of a majority of the outstanding shares of common stock of Merger Sub, which vote shall be obtained prior to the Xxxxx Stockholders Meeting, are the only votes of the holders of any class or series of Navy, Red Lion, Merger Sub or USHC capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Related to Red Lion Common Shares

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

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

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

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

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

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

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

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

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

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

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

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

  • Founders’ Common Stock means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

  • 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.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

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

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

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

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

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

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