Stock Acquiror definition

Stock Acquiror has the meaning set forth in Section 5.25.
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Examples of Stock Acquiror in a sentence

  • At the Effective Time, holders of the MailKey Loan Units (the "MAILKEY LOAN UNIT HOLDERS") shall be entitled to receive, in exchange therefore, loan units (the "ACQUIROR LOAN UNITS"; together with the Acquiror Capital Stock, Acquiror Warrants, and Acquiror Options, the "ACQUIROR SECURITIES") convertible into shares of Acquiror Common Stock, substantially on the terms of the Form of Loan Unit attached hereto as EXHIBIT 1.2(E).

  • The waiver specified in this Section 1.02(e) shall be applicable only in connection with the Transactions and this Agreement (and any Acquiror Preferred Stock, Acquiror Common Stock and Warrants or equity-linked securities issued in connection with the Transactions) and shall be void and of no further force and effect if this Agreement is terminated in accordance with Section 5.01.

  • If any involuntary Transfer of any shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such shares of Acquiror Preferred Stock, Acquiror Common Stock or Warrants subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period.

  • The Sponsor shall not request that Acquiror register any transfer of any Certificate or other uncertificated interest representing any shares of Acuiror Preferred Stock, Acquiror Common Stock or Warrants made in violation of the restrictions set forth in Section 1.03 during the Applicable Period.

  • None of Acquiror, Merger Sub or their respective Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Pre-Transaction Common Stock, Acquiror Warrants or Acquiror Units under the Exchange Act except as contemplated by this Agreement.

  • Such Stock Acquiror acknowledges that the Parent Common Stock to be received in connection with the Transaction has not been registered under the Securities Act or the securities Laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state Laws or an exemption from such registration is available.

  • The shares of the Acquiror Convertible Preferred Stock and Acquiror Perpetual Preferred Stock are being acquired by the Parent for its own account and without a view to the public distribution or sale of any shares of Acquiror Common Stock, Acquiror Convertible Preferred Stock or Acquiror Perpetual Preferred Stock, or any interest in such shares.

  • The Parent understands and agrees that it may not sell, transfer, assign, pledge or otherwise dispose of any shares of Acquiror Common Stock, Acquiror Convertible Preferred Stock or Acquiror Perpetual Preferred Stock acquired under this Agreement, other than pursuant to a registered offering in compliance with, or a transaction exempt from, the registration requirements of the Securities Act and applicable state and foreign securities Laws.

  • Such Stock Acquiror acknowledges that the Parent Equity Interests to be received in connection with the Mergers have not been registered under the Securities Act or the securities Laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state Laws or an exemption from such registration is available.

  • Parent has obtained from Parent Founder a waiver of such special dividend and ED&F agrees to waive its rights and shall cause each other Stock Acquiror to waive its rights to receive such special dividend when declared by the board of directors of Parent.

Related to Stock Acquiror

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Parent Equity Awards means Parent Options, Parent DSU Awards and Parent PSU Awards.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Equity Plan means any management equity or stock option or ownership plan or any other management or employee benefit plan of the Company or any Subsidiary of the Company.

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

  • Approved Stock Plan means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Equity Awards means the Company RSU Awards and the Company PSU Awards.

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

  • Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).