Sale of Common Stock definition

Sale of Common Stock means the sale by way of merger or otherwise by the Company’s stockholders of more than two-thirds of the outstanding Common Stock of the Company to a third party not Affiliated with the Company (i) for cash, or (ii) for common stock that is listed for trading on a national securities exchange or quoted on an automated quotation system, provided that the Company’s stockholders hold, in the aggregate, less than 40% of the pro forma outstanding common stock of the acquiror immediately upon consummation of the transaction, or (iii) for a combination of cash and common stock that is listed for trading on a national securities exchange or quoted on an automated quotation system, provided that the Company’s stockholders hold, in the aggregate, less than 40% of the pro forma outstanding common stock of the acquiror immediately upon consummation of the transaction.
Sample 1

Examples of Sale of Common Stock in a sentence

  • For so long as Investor holds any securities of Company, neither Investor nor any of its Affiliates will engage in or effect, directly or indirectly, any Short Sale of Common Stock.

  • Provided no Trigger Event has occurred, for so long as Investor holds any Shares, neither Investor nor any of its Affiliates will engage in or effect, directly or indirectly, any Short Sale of Common Stock.

  • The proceeds of the Sale of Common Stock purchased pursuant to an Option and any payment to the Company for other Benefits shall be added to the general funds of the Company or to the Shares held in treasury, as the case may be, and used for the corporate purposes of the Company as the Board shall determine.

  • Any determination to establish an Option exercise price or effect a Sale of Common Stock at less than Fair Market Value on the date of the Option grant or authorization of Sale shall be accompanied by an express finding by the Administrator specifying that the Option grant or Sale is in the best interest of the Company, and specifying both the Fair Market Value and the Option exercise price or Sale price of the Common Stock.

  • Subject to the terms and conditions of this Subscription Agreement - Sale of Common Stock, the undersigned hereby tenders this subscription and check, or other appropriate form of payment, set forth at the foot of this agreement to acquire the shares of Common Stock set forth at the foot of this agreement.

  • For so long as Buyer holds any securities of Company, neither Buyer nor any of its Affiliates will engage in or effect, directly or indirectly, any Short Sale of Common Stock.

  • For so long as Investor holds any Securities, neither Investor nor any of its Affiliates will engage in or effect, directly or indirectly, any Short Sale of Common Stock.

  • Provided no Trigger Event under Sections I.H.(1), (6), (7), (8), (9), (10) or (14) of the Debenture has occurred, for so long as Investor holds any securities of Company, neither Investor nor any of its Affiliates will engage in or effect, directly or indirectly, any Short Sale of Common Stock.

  • Characterization of the Sale of Common Stock Pursuant to the Offer.

  • Recent Developments Sale of Common Stock and Conversion of Preferred Stock into Common Stock On November 3, 2017, the Company completed the issuance and sale of an aggregate of 4,347,827 shares of common stock, par value $0.001 per share, at a purchase price of $1.15 per share.

Related to Sale of Common Stock

  • shares of Common Stock means (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Warrant Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other securities so purchasable upon exercise of each Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (i), inclusive, above, and the provisions of Section 7 and Section 12.2 through 12.5, inclusive, with respect to the Warrant Shares, shall apply on like terms to any such other securities.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

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

  • A Ordinary Shares means the A ordinary shares of £0.01 each in the capital of the Company;

  • Common Stock means the common stock of the Company.

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

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

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

  • 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;

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

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

  • Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

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

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

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

  • 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.

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

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

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

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

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

  • Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.

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

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