Examples of SBI Shares in a sentence
The number of SBI Shares that are issuable and reserved for issuance upon exercise of SBI Stock Options as of the date hereof is set forth in Section 3.06.
As of the date hereof, except pursuant to this Agreement and the SBI Stock Plan or as Previously Disclosed (i) there are no SBI Shares authorized and reserved for issuance, (ii) SBI does not have any Rights issued or outstanding with respect to SBI Shares, and (iii) SBI does not have any commitment to authorize, issue or sell any SBI Shares or Rights.
After the Effective Time, there shall be no transfers on the stock transfer books of SBI or the Surviving Corporation of any SBI Shares.
The outstanding SBI Shares have been duly authorized, are validly issued and outstanding, fully paid and nonassessable, and are not subject to any preemptive rights (and were not issued in violation of any preemptive rights).
At the Effective Time, holders of SBI Shares shall cease to be, and shall have no rights as, shareholders of SBI, other than to receive any dividend or other distribution with respect to such SBI Shares with a record date occurring prior to the Effective Time and the consideration provided under this Article III, and the appraisal rights in the case of Dissenting Shares.
SBI has Previously Disclosed that three of its executive employees are entitled to receive a total of 22,000 SBI Shares under performance stock award agreements.
Subject to the requisite adoption of this Agreement by the holders of a majority of the outstanding SBI Shares entitled to vote thereon (which is the only shareholder vote required thereon), this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of SBI and the SBI Board prior to the date hereof.
Each of these performance stock award agreements shall be terminated immediately prior to the Effective Time and each of the three executive employees shall be entitled to receive, in lieu of the SBI Shares that would have been issuable thereunder, an amount in cash computed by multiplying (a) the closing price of Sky Common Shares on the trading day immediately preceding the Effective Date multiplied by the Exchange Ratio by (b) the number of SBI Shares subject to the performance stock award agreement.
Other than pursuant to Rights Previously Disclosed and outstanding on the date hereof, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional SBI Shares or any Rights, (ii) enter into any agreement with respect to the foregoing, or (iii) permit any additional SBI Shares to become subject to new grants of employee or director stock options, other Rights or similar stock-based employee rights.
As required by NASDAQ, prior to the Effective Date, Sky shall file a NASDAQ Notification Form for Listing of Additional Shares and/or Change in the Number of Shares Outstanding, with respect to the shares of Sky Common Shares to be issued to the holders of SBI Shares in the Merger.