Substitute Common Stock definition

Substitute Common Stock means the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option.

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Substitute Common Stock means the shares of capital stock (or similar equity interest) with the greatest voting power in respect of the election of directors (or persons similarly responsible for the direction of the business and affairs) of the Substitute Option Issuer.

Substitute Common Stock means the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option. (C) "Assigned Value" shall mean the Market/Offer Price, as defined in Section 7. (D) "Average Price" shall mean the average closing price of a share of the Substitute Common Stock for the one year immediately preceding the consolidation, merger or sale in question, but in no event higher than the closing price of the shares of Substitute Common Stock on the day preceding such consolidation, merger or sale; provided that if Issuer is the issuer of the Substitute Option, the Average Price shall be computed with respect to a share of common stock issued by the person merging into Issuer or by any company which controls or is controlled by such person, as the Holder may elect.

Examples of Substitute Common Stock in a sentence

• The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Purchase Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of the Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable.

• The term "Highest Closing Price" shall mean the highest closing price for shares of Substitute Common Stock within the six-month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable.

• The exercise price per share of Substitute Common Stock of the Substitute Option (the "Substitute Option Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of Substitute Common Stock for which the Substitute Option is exercisable.

• The exercise price of Substitute Option per share of Substitute Common Stock (the "Substitute Option Price") shall then be equal to the Purchase Price multiplied by a fraction in which the numerator is the number of shares of Issuer Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares of the Substitute Common Stock for which the Substitute Option is exercisable.

• In the event that the Substitute Option would be exercisable for more than the proportion of the outstanding Substitute Common Stock referred to in the immediately preceding paragraph but for this clause (e), the Substitute Option Issuer shall make a cash payment to Grantee equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in this clause (e) over (ii) the value of the Substitute Option after giving effect to the limitation in this clause (e).

More Definitions of Substitute Common Stock

Substitute Common Stock means the common stock (or similar equity interest) issued by the issuer of the Substitute Option upon exercise of the Substitute Option.

Substitute Common Stock and "Section 9", respectively.

Substitute Common Stock means the common stock having the greatest voting rights to be issued by the Substitute Option Issuer upon exercise of the Substitute Option.

Substitute Common Stock means the common stock issued by the issuer of the Substitute Option upon exercise of the

Substitute Common Stock means the common stock issued ----------------------- by the issuer of the Substitute Warrant;

Substitute Common Stock means the common stock issued by the issuer of the Substitute Op- tion upon exercise of the Substitute Option.

Substitute Common Stock means a class of stock with rights, powers and preferences substantially the same as the Common Stock, which shall vote with the Common Stock as a single class except as otherwise required by law and which shall participate with the Common Stock on a pari passu basis in any assets of the Company available for distribution to the holders of Common Stock upon any liquidation, dissolution or winding up of the Company, except that shares of such class shall (i) be designated with a designation that distinguishes such shares from shares of Common Stock and any other class or series, (ii) have a par value that is in excess of the par value of the Common Stock, (iii) be automatically convertible into Common Stock at such time as there are authorized a sufficient number of shares of Common Stock such that all then outstanding shares of Substitute Common Stock may be converted in full into Common Stock and (iv) provide that for so long as the any shares of Substitute Common Stock are outstanding, the Company shall not (x) declare or pay any dividend or distribution on the shares of Common Stock, except for dividends and distributions payable solely in shares of Common Stock, or (y) (I) declare or pay any dividend or make any distribution on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, unless a corresponding declaration, payment, subdivision or split or a combination, consolidation or reverse split is made with respect to the Substitute Common Stock or (II) declare or pay any dividend or make any distribution on Substitute Common Stock payable in shares of Substitute Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Substitute Common Stock into a greater or lesser number of shares of Substitute Common Stock, unless a corresponding declaration, payment, subdivision or split or a combination, consolidation or reverse split is made with respect to the Common Stock.