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

  • 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.

  • Navy will not, for a period commencing on the Closing Date and ending 180 days after the Closing Date, Transfer Red Lion Common Shares or any securities convertible into, exercisable for, or exchangeable for Red Lion Common Shares.

  • 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.

  • 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.

  • 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.

  • As of the date hereof, the authorized share capital of Red Lion consists of 12,000 common shares, par value $1.00 per share (the “Red Lion Common Shares”), all of which have been issued to Navy, which Red Lion Common Shares are validly issued, fully paid and nonassessable, and are owned by Navy free and clear of any liens (statutory or other), pledges, charges, encumbrances and security interests whatsoever (“Liens”).

  • Each share of common stock, par value $0.01 per share, of Xxxxx (“Xxxxx Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares (as defined in Section 2.1(b)) shall be converted into the right to receive one share (the “Exchange Ratio”), subject to adjustment in accordance with Section 2.1(d), of validly issued, fully paid and nonassessable Red Lion Common Shares (the “Merger Consideration”).

  • 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.

  • Any portion of the Exchange Fund that remains undistributed to the shareholders of Xxxxx on the first anniversary of the Effective Time shall be delivered to Red Lion, upon demand by Red Lion, and any shareholders of Xxxxx who have not theretofore complied with this Article II shall thereafter look only to Red Lion for payment of their claim for any part of the Merger Consideration and any dividends or distributions with respect to Red Lion Common Shares.

  • 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.

Related to Red Lion Common Shares

  • Amalco Common Shares means 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, par value $0.01 per share, of Holdings.

  • 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 the Parent;

  • Common Stock means the common stock of the Company.

  • 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 shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • 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, par value $0.25 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.

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.