Surviving Corporation Stock definition

Surviving Corporation Stock has the meaning set forth in Section 2.3.
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Surviving Corporation Stock means the common stock, no par value, of the Surviving Corporation.
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Surviving Corporation Stock has the meaning set forth in Section 3.2(a).
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Examples of Surviving Corporation Stock in a sentence

  • With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act with respect to equity securities of the Surviving Corporation, the Surviving Corporation shall administer such Surviving Corporation Stock Benefits, where applicable, in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.

  • The Surviving Corporation shall take all corporate action necessary or appropriate to obtain shareholder approval with respect to the Surviving Corporation Stock Benefits to the extent such approval is required for purposes of the Code or other applicable law.

  • All shares of Surviving Corporation Stock shall be fully paid and non-assessable.

  • After the Effective Date, each certificate theretofore representing issued and outstanding shares of Parent Stock will thereafter be deemed to represent the same number of shares of the Surviving Corporation Stock.

  • To the extent any employee benefit plan, incentive compensation plan or other similar plan of Parent provides for the issuance or purchase of, or otherwise relates to, Parent Stock, after the Effective Date of the Merger such plan shall be deemed to provide for the issuance or purchase of, or otherwise relate to, Surviving Corporation Stock.

  • The consideration referred to above, together with any cash payments in lieu of fractional shares as provided herein, is hereinafter referred to as the "Merger Consideration." The stock certificates representing the Surviving Corporation Stock issued to the Shareholders of MSGI shall bear the following, or a similar, restrictive legend: The shares represented by this certificate have not been registered under the Securities Act of 1933.

  • MSGI and Santa Lucia will take any actions required to be taken under applicable state securities laws and MSGI and Santa Lucia will also take actions to secure all necessary exemptions or clearances under all state securities laws applicable to the Merger and the issuance of Surviving Corporation Stock pursuant thereto.

  • Each share of Company Common Stock held by any wholly owned Subsidiary of the Company or any wholly owned Subsidiary of the Buyer (other than the Acquisition Sub) immediately prior to the Effective Time shall be converted into such number of fully paid and nonassessable shares (or fractions thereof) of Surviving Corporation Stock that preserves the relative ownership interest represented by such share of Company Common Stock immediately prior to the Merger.

  • The Certificate of Incorporation shall provide that the authorized capital stock of the Surviving Corporation shall consist of 1,000 shares of common stock, par value $0.001 per share ("Surviving Corporation Stock").

  • Promptly after the Effective Time, Santa Lucia and MSGI will, in accordance with Section 6.01, cause the Exchange Agent to send to all holders of MSGI Stock a letter of transmittal for use in exchanging their certificates for certificates representing Surviving Corporation Stock.


More Definitions of Surviving Corporation Stock

Surviving Corporation Stock has the meaning set forth in Section 4.1(c).
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Surviving Corporation Stock means the common stock, par value $0.01 per share, of the Surviving Corporation.
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Surviving Corporation Stock as defined in Section 3.1(a).
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Surviving Corporation Stock means the common stock, no par value, of the Surviving Corporation. "Tail Insurance Coverage" shall have the meaning specified in Section 6.19.
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Surviving Corporation Stock means the common stock, no par value, of the Surviving
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Related to Surviving Corporation Stock

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

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

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

  • Company Shares means the common shares in the capital of the Company;

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • MergerSub has the meaning set forth in the preamble hereto.

  • Amalgamating Corporations means both of them;

  • Merger Sub II has the meaning set forth in the Preamble.

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

  • Merger Sub I has the meaning set forth in the Preamble.

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

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

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

  • Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Acquiring Corporation means (i) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or surviving person, and (iii) the transferee of all or substantially all of Issuer's assets.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Merger Sub has the meaning set forth in the Preamble.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Company Shareholders means holders of Company Shares.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.