Examples of Seattle Common Stock in a sentence
To the extent the Distribution is effected as an Exchange Offer, subject to the terms thereof, in accordance with Section 3.3(f), each Houston stockholder may elect in the Exchange Offer to exchange a number of shares of Houston Common Stock held by such Houston stockholder for shares of Seattle Common Stock.
All of the issued and outstanding shares of Seattle Common Stock and Seattle Class B Common Stock, as of the date hereof, are owned by Houston and have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
All shares of Seattle Common Stock held by Houston on the Distribution Date shall be distributed to the holders of record of Houston Common Stock in the manner determined by Houston and in accordance with Section 3.3(f).
Houston agrees to promptly notify Miami if, before the Effective Time, it becomes aware of the existence of any fact that would reasonably be expected to cause any Seattle Common Stock to be exchanged for Miami Common Stock to not be Qualified Seattle Common Stock.
No dividends or other distributions payable with respect to ADSs or the underlying shares of Miami Common Stock with a record date after the Effective Time shall be paid to the former holders of Seattle Common Stock with respect to any ADSs that are not able to be distributed by the Agent promptly after the Effective Time, whether due to a legal impediment to such distribution or otherwise.
Until the net proceeds of such sale or sales have been distributed to the holders of Seattle Common Stock, the Agent shall hold such net proceeds in trust for the holders of Seattle Common Stock that would otherwise receive fractional ADSs (the “Common Shares Trust”).
If Houston consummates the Exchange Offer and Houston’s shareholders subscribe for less than all of the Seattle Common Stock in the Exchange Offer, Houston shall distribute, pro rata to its shareholders, any unsubscribed Seattle Common Stock on the Distribution Date immediately following the consummation of the Exchange Offer so that Houston will be treated for U.S. federal income Tax purposes as having distributed all of the Seattle Common Stock to its shareholders.
Immediately thereafter, the Agent shall distribute the ADSs into which the shares of Seattle Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which ADSs shall be distributed to the Persons who received Seattle Common Stock in the Distribution.
At the Effective Time, all issued and outstanding shares of Seattle Common Stock (other than shares canceled in accordance with Section 3.1(a)(ii)) shall be converted into the right to receive ADSs pursuant to, and in accordance with, the terms of this Agreement.
No Appraisal Rights In accordance with Section 262 of the DGCL, no appraisal rights shall be available to holders of Seattle Common Stock in connection with the Merger.