Royale Merger Sub Shares definition

Royale Merger Sub Shares has the meaning set forth in Section 5.04(c).
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Royale Merger Sub Shares has the meaning set forth in Section 5.04(c). “Royale Parties” means Royale, Parent, Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent and Matrix Merger Sub, Inc., a 13 California corporation and a direct, wholly-owned Subsidiary of Parent, together with their respective Subsidiaries. “Royale Preferred Stock” means the Series AA Convertible Preferred Stock of Royale. “Royale Shares” means shares of capital stock of Royale Energy, Inc. a California corporation. “Royale Stockholder” means a holder of Royale Common Stock or Royale Preferred Stock. “Royale Stockholders Meeting” has the meaning set forth in Section 6.02(b). “SEC” has the meaning set forth in Section 6.02(a). “SEC Reports” has the meaning set forth in Section 5.06. “Securities Act” means the Securities Act of 1933, as amended. “Section 351 Plan” means the Section 351 Plan of Merger and Exchange in the form attached hereto as Exhibit D. “Series B Preferred Stock” has the meaning set forth in the recitals. “Shares” means Royale Shares or Matrix Shares or shares of capital stock of any Constituent Corporation as the context may require. “Stockholder” means a Matrix Stockholder, a Royale Stockholder or a Parent Stockholder, as the context shall require. “Subsidiary” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. “Tax Return” means any return, declaration, report, claim for refund, information...
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Examples of Royale Merger Sub Shares in a sentence

  • All issued and outstanding shares of Royale Common Stock, Parent Shares, Royale Merger Sub Shares and Matrix Merger Sub Shares were issued in compliance with applicable Law.

  • All issued and outstanding shares of Royale Common Stock, Royale Preferred Stock, Parent Shares, Royale Merger Sub Shares and Matrix Merger Sub Shares were issued in compliance with applicable Law.

Related to Royale Merger Sub Shares

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub Board means the board of directors of Merger Sub.

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

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

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

  • Merger Sub I has the meaning set forth in the Preamble.

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

  • Merger Sub II has the meaning set forth in the Preamble.

  • MergerCo has the meaning set forth in the Preamble.

  • Merger Sub has the meaning set forth in the Preamble.

  • MergerSub means Actavis W.C. Holding 2 LLC, a company organized in Nevada.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.

  • 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;

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

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

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

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Company Shareholders means holders of Company Shares.

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

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Merger Subs has the meaning set forth in the Preamble.