Share Issuances definition
Examples of Share Issuances in a sentence
The Board of Directors of Camber has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Camber and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that the Share Issuances (as defined below) be submitted to Camber’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect.
The Board of Directors or Trustees, as the case may be, of each of the Parent Companies has resolved to recommend the approval by their respective stockholders or shareholders, as applicable, of the respective Charter Amendments and the respective issuance of Parent Common Stock and Trust Shares, in connection with the Merger as contemplated by this Agreement (the "Share Issuances").
Immediately following the completion of the transactions contemplated hereby and the Additional Share Issuances, (i) there will be 85,458,799 shares of Common Stock and no shares of Company Preferred Stock outstanding and (ii) no person will have contractual gross-up or other preemptive rights with respect to the Placement, the Option Securities or any other securities issued by the Company on or prior to the date hereof.
The execution and delivery of this Agreement by the Parent Companies and Sub and the consummation by the Parent Companies and Sub of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Parent Companies and Sub, subject to approval by the stockholders or shareholders, as applicable, of Parent and Trust of the respective Charter Amendments and Share Issuances.
Each of the Parent Companies and Sub has all requisite power and authority to enter into this Agreement and, subject to approval by the stockholders or shareholders, as applicable, of Parent and Trust of the respective Charter Amendments and Share Issuances, to consummate the transactions contemplated hereby.
Upon ODE having fulfilled all of the obligations required under subparagraphs 2.2(a), (b), (c) and (d), the Option shall be deemed exercised by ODE on the date the last of such Cash Payments and Share Issuances were made and Work Expenditure obligations were fulfilled (the “Exercise Date”) and 50% of WKG’s right, title and interest in and to the Property shall vest in ODE on the Exercise Date free and clear of all liens, charges and encumbrances of any kind whatsoever.
This Agreement shall have been adopted by the stockholders of Viking by the Requisite Viking Vote and the Share Issuances and Charter Amendment relating to the Increase In Authorized Shares shall have been approved by the stockholders of Camber by the Requisite Camber Vote.
If the Option is so terminated in accordance with either of sections 1.2 or 1.3 hereinabove then the Optionee shall have no right, entitlement or interest, legally or equitably, in and to any of the Assets, and all Option Cash Payments, Option Share Issuances and any consideration provided under the proposed Consulting Arrangements theretofore made to the Optionor and the Consultants by the Optionee shall be non-refundable for which the Optionee shall have no recourse whatsoever.
This Agreement shall have been adopted by the stockholders of Viking by the Requisite Viking Vote and the Share Issuances shall have been approved by the stockholders of Camber by the Requisite Camber Vote.
The Proxy Statement shall include the recommendation of the Board of Directors of Parent to the stockholders of Parent to vote in favor of the Parent Charter Vote and the Share Issuances (the “Parent Board Recommendation”) and neither the Board of Directors of Parent nor any committee thereof shall withhold or withdraw or amend, modify or change in any manner adverse to the Investors, or propose to withhold or withdraw or adversely amend, modify or change, the Parent Board Recommendation.