Surviving Corporation Shares definition

Surviving Corporation Shares means shares of common stock, par value $0.01 per share, of the Surviving Corporation.

Surviving Corporation Shares has the meaning set forth in Section 2.2.

Surviving Corporation Shares shall have the meaning set forth in the Merger Agreement.

Examples of Surviving Corporation Shares in a sentence

• The Company shall take all actions necessary to ensure that, from and after the Effective Time, neither Parent nor the Surviving Corporation will be required to deliver Shares, Surviving Corporation Shares or other capital stock of the Company to any Person pursuant to or in settlement of any Company Equity Award.

• Investor shall be entitled to place legends as specified in such Affiliate Letters on the certificates evidencing any Retained Surviving Corporation Shares to be received by such Affiliates pursuant to the terms of the Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Retained Surviving Corporation Shares, consistent with the terms of such Affiliate Letters.

• No certificates or scrip of Surviving Corporation Shares representing fractional Surviving Corporation Shares or book-entry credit of the same shall be issued upon the surrender for exchange of LLC Interests in the Merger and such fractional Surviving Corporation Share interests will not entitle the owner thereof to vote or to have any rights of a holder of Surviving Corporation Shares.

• Parent understands that no United States federal or state agency or any other Governmental Entity has passed on or made any recommendation or endorsement of the Surviving Corporation Shares or the fairness or suitability of the investment in such share nor have such authorities passed upon or endorsed the merits of the offering of such share.

• On July 30, 2003, Moore again called the UPS Help-Line to complain that Garber had harassed him on the job.

• Parent and the Company shall enter into an exchange agent agreement with the Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement, including with regard to the contribution of Surviving Corporation Shares to Parent pursuant to this Section 3.2(a).

• Following the consummation of an Initial Public Offering, each Member shall have registration rights with respect to its Surviving Corporation Shares pursuant to the terms of a registration rights agreement in the form attached hereto as Exhibit C.

• The Company will advise Investor promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Retained Surviving Corporation Shares issuable in connection with the Merger for offering or sale in any jurisdiction.

• At the Effective Time, each then outstanding Company RSU Award shall remain outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable Company Equity Plan and award agreement, except that each Company RSU Award shall settle in a number of Surviving Corporation Shares equal to the number of Shares subject to the Company RSU Award immediately before the Effective Time multiplied by 0.01.

• Each holder of Insilco Sub Two Shares that have been converted into a right to receive the Sub Two Merger Consideration, upon surrender to the Sub Two Surviving Corporation of a certificate or certificates representing such Sub Two Surviving Corporation Shares, will be entitled to receive the Sub Two Merger Consideration payable in respect of such Insilco Sub Two Shares.

More Definitions of Surviving Corporation Shares

Surviving Corporation Shares shall have the meaning set forth in Section 6.18(b).

Surviving Corporation Shares means the common stock, $1.00 par value, of the Surviving Corporation.

Surviving Corporation Shares has the meaning set forth in Section 3.1(c).

Surviving Corporation Shares mean the total number of shares of the Surviving Corporation’s (i) common stock (including common stock issuable upon the exercise or conversion of any option, warrant or other right to acquire common stock of the Surviving Corporation) and (ii) preferred stock (determined on an as converted to common stock basis and including preferred stock issuable upon the exercise or conversion of any option, warrant or other right to acquire preferred stock of the Surviving Corporation determined on an as converted to common stock basis).

Surviving Corporation Shares means the common stock, .01 par value, of the Surviving Corporation.

Surviving Corporation Shares means the common stock of the Surviving Corporation.