Seattle Common Stock definition

Seattle Common Stock has the meaning set forth in the Recitals.
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Seattle Common Stock means the Class A common stock, par value $0.01 per share, of Seattle.
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Seattle Common Stock has the meaning given to that term in the Separation Agreement.
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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.

Related to Seattle Common Stock

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

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

  • Founders’ Common Stock means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

  • Target Common Stock means the common stock, $.0001 par value per share, of Target.

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

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

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

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

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

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

  • 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.

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

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

  • 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.

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

  • 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”):

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

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

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

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