SGV Common Stock definition
Examples of SGV Common Stock in a sentence
Each of the shares of SGV Common Stock ----------------------------- held by any IndyMac Entity or by any SGV Entity, in each case other than in a fiduciary capacity or as a result of debts previously contracted, shall be canceled and retired at the Effective Time and no consideration shall be issued in exchange therefor.
The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of SGV, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of SGV Common Stock, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by SGV.
SGV has reserved 323,430 shares of SGV Common Stock for issuance under the SGV Stock Plans, pursuant to which options to purchase not more than 323,430 shares of SGV Common Stock are outstanding.
All of the issued and outstanding shares of SGV Common Stock are, and all of the shares of Surviving Corporation Common Stock to be issued in exchange for shares of IndyMac Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and fully paid and nonassessable under the DGCL.
At the Effective Time, each such SGV Option shall no longer represent the right to purchase shares of SGV Common Stock, but in lieu thereof shall represent only the nontransferable right to receive the Option Cancellation Payment, subject to receipt by the Surviving Corporation of an acknowledgment from such holder that such payment shall constitute consideration for the termination of such option.
As of the date of this Agreement, IndyMac owns none of ---------- SGV's outstanding shares of SGV Common Stock.
In the event that after the Effective Time a dissenting stockholder of SGV fails to perfect, or effectively withdraws or loses, such holder's right to appraisal and of payment for such holder's shares of SGV Common Stock, the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of SGV Common Stock is entitled under this Article 3 (without interest) upon surrender of such holder's SGV Certificate or Certificates.
In the event of a transfer of ownership of shares of SGV Common Stock represented by SGV Certificates that are not registered in the transfer records of SGV, the consideration provided in Section 3.1 may be issued to a transferee if the SGV Certificates representing such shares are delivered to the Paying Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer taxes have been paid.
Neither the Surviving Corporation nor the Paying Agent shall be obligated to deliver the consideration to which any former holder of SGV Common Stock is entitled as a result of the Merger until such holder surrenders such holder's SGV Certificate or Certificates for exchange as provided in this Section 4.1(b).
SGV has received the written ---------------------------- opinion of Sandler ▇'▇▇▇▇▇ & Partners, L.P., dated the date of this Agreement, to the effect that the consideration to be received in the Merger by the holders of SGV Common Stock is fair, from a financial point of view, to such holders, a signed copy of which opinion has been delivered to IndyMac.