Surviving Common Stock definition
Examples of Surviving Common Stock in a sentence
An Eligible Holder shall also be entitled to receive upon such Exchange, the kind and amount of securities, assets or other property (other than shares of Silver King Securities) for which such shares of Surviving Common Stock and Surviving Class B Stock are then exchangeable pursuant to Article 3 hereof.
The kind and amount of stock or securities into which the shares of Surviving Common Stock and Surviving Class B Stock shall be exchangeable after consummation of such Transaction shall be subject to adjustment, as nearly as may be practicable, as described in Section 3.1 following the date of consummation of such Transaction.
Upon the receipt of all such required consents, approvals or waivers and the termination of any applicable waiting period under the HSR Act, such Eligible Holder of the shares of Surviving Common Stock and Surviving Class B Stock specified in the applicable Exchange Notice or Response Notice shall surrender for exchange the appropriate stock certificate(s) pursuant to Section 2.3(c) hereof.
Each share of Surviving Common Stock issued and outstanding immediately before the Effective Date and held by Constituent Company shall be canceled without any consideration being issued or paid therefor.
At the Effective Time and thereafter, each share of Surviving Common Stock shall not be converted and shall continue as Common Stock of the Surviving Corporation.
Liberty HSN and USAi (as successor to Silver King Communications, Inc.) are parties to that certain Exchange Agreement, dated as of December 20, 1996 (the "Exchange Agreement"), relating to the Surviving Common Stock and the Surviving Class B Stock (each as defined in the Exchange Agreement).
Such Management Stockholder hereby makes those representations and warranties set forth in Sections 2(f) and 2(g) of the Management Stockholder’s Agreement with respect to the shares of Surviving Common Stock to be received by such Management Stockholder under the Share Exchange.
The shares of Surviving Common Stock and Limited Liability Company Interests which are being issued to the Management Stockholders hereunder will, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, have been duly and validly authorized and issued and will be fully paid and nonassessable.
As a result of the Second Merger becoming effective, the Merger Sub Parent shall be deemed to solely own all of the Interim Surviving Common Stock issued and outstanding immediately prior to the Second Merger becoming effective (the “Surviving Common Stock”).
Each Option Holder receiving the Surviving Common Stock, or any options or warrants to purchase Surviving Common Stock, shall have entered into a Shareholders Agreement, dated as of the Closing Date, by and among the Surviving Corporation, and certain other shareholders of the Surviving Corporation in form and substance satisfactory to Newco and which shall be in full force and effect.