TEXONA Common Stock definition
Examples of TEXONA Common Stock in a sentence
Subject to the provisions of Section 3.1(c), each share of TEXONA Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall be converted into the right to receive (i) at the Closing, a Proportionate Share of the TRC Initial Shares, and (ii) on the Deferred Consideration Date, a Proportionate Share of the TRC Deferred Shares, subject to approval by a majority vote of TRC shareholders.
Pursuant to such Stock Option Plan, there have been granted and there exist options to acquire 44,700 shares of TEXONA Common Stock.
All TRC Shares to be issued upon the surrender for exchange of shares of TEXONA Common Stock when issued in accordance with the terms hereof shall be deemed to have been issued, paid or delivered in full satisfaction of all rights pertaining to such shares of TEXONA Common Stock, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of TEXONA of the shares of TEXONA Common Stock that were outstanding immediately prior to the Effective Time.
The persons identified on the schedule attached as Schedule 3.3 to the Disclosure Schedule are vested with options to acquire pursuant to such Stock Option Plan the number of shares of TEXONA Common Stock set forth on such schedule.
Neither TRC nor TAC shall be liable to any holder of shares of TEXONA Common Stock for such shares (or dividends or distributions with respect thereto) or any cash amounts to the extent such amount or TRC Common Stock is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
At the Effective Time, the existing options to acquire shares of TEXONA Common Stock pursuant to the TEXONA Stock Option Plan will be deemed to be converted into options issued and fully exercisable pursuant to the TRC Amended and Restated 1990 Stock Option Plan to acquire an aggregate of 143,040 shares of TRC Common Stock at a price of $3.12 for each share of TRC Common Stock.
Each share of TEXONA Common Stock and all other shares of capital stock of TEXONA that are owned by TEXONA as treasury stock shall be canceled and retired and shall cease to exist and no stock of TRC or other consideration shall be delivered or deliverable in exchange therefor other than as provided in Section 3.1(b) hereof.
Immediately after the Effective Time and upon surrender of a certificate representing outstanding shares of TEXONA Common Stock (a "Certificate") for cancellation to TRC and TAC, together with any other documents reasonably required by TRC, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 3.1, and the Certificate so surrendered shall forthwith be canceled.