Examples of Stock Payment Shares in a sentence
For as long as any Parent Preferred Stock Payment Shares remain outstanding, Parent shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Parent Common Stock or shares of Parent Common Stock held in treasury by Parent, for the purpose of effecting the conversion of the Parent Preferred Stock Payment Shares, the full number of shares of Parent Common Stock then issuable upon the conversion of all Parent Preferred Stock Payment Shares then outstanding.
Each of the Company and Parent shall take all reasonably necessary action on its part such that the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares pursuant to this Agreement constitutes a transaction exempt from registration under the Securities Act in compliance with Rule 506 of Regulation D promulgated thereunder.
All shares of Parent Common Stock delivered upon conversion of the Parent Preferred Stock Payment Shares shall be newly issued shares or shares held in treasury by Parent, shall have been duly authorized and validly issued and shall be fully paid and nonassessable, and shall be free from preemptive rights and free of any Encumbrance.
The affirmative vote of a majority of the votes cast at the Parent Stockholders’ Meeting by the holders of Parent Common Stock (other than the Parent Common Stock Payment Shares to be issued at Closing pursuant to this Agreement) are the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the proposal described in Section 4.2(a)(i) (“Required Parent Stockholder Vote”).
The Company and Parent acknowledge that, under the Nasdaq Stock Market Rules, the Parent Common Stock Payment Shares and the Parent Preferred Stock Payment Shares will not be entitled to vote on the Preferred Stock Conversion Proposal.
Similarly, if the Stock Consideration amounts are found to be disparate, Premier shall either issue Seller additional shares of Premier Common Stock (the "Additional Stock Payment Shares") or cancel Seller's existing shares and reissue a certificate evidencing fewer shares to the effect that Seller shall ultimately receive the same per share Stock Compensation as would have been provided under the Tender Offer.
All rights with respect to Company Common Stock under Assumed Options shall thereupon be converted into rights with respect to Parent Common Stock Payment Shares and Parent Convertible Preferred Stock Payment Shares, as applicable.
Seller understands that the Stock Payment Shares being issued to Seller hereunder are restricted securities within the meaning of Rule 144 under the Securities Act; that resales the Stock Payment Shares are not currently registered and the Stock Payment Shares must be held indefinitely by Seller and any subsequent holders of the Stock Payment Shares, unless they are subsequently registered or an exemption from such registration is available under the Securities Act and applicable state securities Laws.
For example, if the Holder purchases Common Stock having a total purchase price of eleven thousand dollars ($11,000) to cover a Buy-In with respect to a Holder Redemption Notice with respect to which the actual sale price of the Stock Payment Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of ten thousand dollars ($10,000) under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder one thousand dollars ($1,000).
It is understood and acknowledged by the Company that none of the Purchasers has been asked to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Conversion Shares or the Stock Payment Shares for any specified term.