Surviving Corporation Shares definition

Surviving Corporation Shares has the meaning set forth in Section 2.2.
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Surviving Corporation Shares means shares of common stock, par value $0.01 per share, of the Surviving Corporation.
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Surviving Corporation Shares means shares of common stock of the Surviving Corporation, $0.01 par value per share.
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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.

  • The manner of making exchange of Company Shares and Mergersub Shares in the Merger shall be as follows: At the Effective Time, the Surviving Corporation shall make available for the benefit of 20 DPII a certificate representing the aggregate number of Surviving Corporation Shares issuable pursuant to Section 2.7(a).

  • Parent acknowledges that the shares of the Surviving Corporation to be issued to Parent at the Effective Time (the “ Surviving Corporation Shares ”) have not been registered under the Securities Act or under any state securities Laws.

  • 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.

  • The Surviving Corporation Shares issued in accordance with the foregoing shall be validly issued as fully paid and non-assessable shares of common stock of the Surviving Corporation without any additional consideration or subscription being made by the Buyer in respect thereof.

  • Without limiting any of the foregoing, Parent has not taken, and will not take, any action that would otherwise cause the Surviving Corporation Shares to be subject to the registration requirements of the Securities Act.

  • The manner of making exchange of Company Shares and Mergersub Shares in the Merger shall be as follows: At the Effective Time, the Surviving Corporation shall make available for the benefit of DPII a certificate representing the aggregate number of Surviving Corporation Shares issuable pursuant to Section 2.7(a).

  • For the avoidance of any doubt, the consideration payable to the former holders of Company Capital Stock by the Buyer as set forth in this Article II (including any of the Milestone Payments) will be fully applied to effect the acquisition of all of the Company Capital Stock and no such consideration shall be deemed to have been used to acquire or subscribe for the Surviving Corporation Shares.

  • Such shares of Surviving Corporation common stock, together with the Parent Surviving Corporation Shares, shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time.


More Definitions of Surviving Corporation Shares

Surviving Corporation Shares shall have the meaning set forth in the Merger Agreement.
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Surviving Corporation Shares shall have the meaning set forth in Section 6.18(b).
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Surviving Corporation Shares means the common stock, $1.00 par value, of the Surviving Corporation.
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Surviving Corporation Shares means the common stock, .01 par value, of the Surviving Corporation.
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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).
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Surviving Corporation Shares means the common stock of the Surviving Corporation.
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Related to Surviving Corporation Shares

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Effective Time has the meaning set forth in Section 2.2.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Surviving Person means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.