Examples of Tyco Common Stock in a sentence
Tyco stockholders holding a number of shares of Tyco Common Stock, on the applicable Record Date, which would entitle such stockholders to receive less than one whole share of Healthcare Common Stock or Electronics Common Stock, as the case may be, in the applicable Distribution, will receive cash in lieu of fractional shares.
Each of Healthcare and Electronics shall mail to the holders of Tyco Common Stock, at such time on or prior to the applicable Distribution Date as Tyco shall determine, the Information Statement included in its Form 10, as well as any other information concerning Healthcare or Electronics, as applicable, their business, operations and management, the Plan of Separation and such other matters as Tyco shall reasonably determine are necessary and as may be required by Law.
For stockholders of Tyco who own Tyco Common Stock through a broker or other nominee, their shares of Healthcare Common Stock will be credited to their respective accounts by such broker or nominee.
For stockholders of Tyco who own Tyco Common Stock through a broker or other nominee, their shares of Electronics Common Stock will be credited to their respective accounts by such broker or nominee.
The Holder hereby represents and shall be deemed to represent at the Effective Time that as of the Effective Time he or it has no present plan or intention to engage in any Transfer of share of New Tyco Common Stock to be received in the Merger.
Stop transfer instructions will be given to the transfer agent of New Tyco with respect to the shares of New Tyco Common Stock to be received by the Holder in the Merger, and there will be placed on the certificate(s) representing such stock, or any certificate(s) delivered in substitution therefor, a legend stating in substance: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 UNDER THE SECURITIES ACT OF 1933 (THE "ACT") APPLIES.
Accordingly, the Holder may not sell or otherwise dispose of any shares of New Tyco Common Stock except in accordance with Rule 145(d) or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act.
Shares of capital stock of the Company with respect to which a Transfer occurs prior to the Merger shall be treated for these purposes as if such shares of capital stock of the Company were exchanged for shares of New Tyco Common Stock and shares of New Tyco Common Stock were disposed of in a Transfer.
Parent and New Tyco are under no obligation to register the sale, transfer or other disposition of the shares of New Tyco Common Stock to be received by the Holder in the Merger except as set forth in written agreements, if any, with the Holder entered into by Parent or New Tyco.
The Xxxxxx xxx Xxxent shall use all reasonable efforts promptly to make all filings and applications with any governmental or regulatory agencies required to be made in connection with the acquisition by the Holder of shares of New Tyco Common Stock in the Merger, including, without limitation, under the Hart-Scott- Rodino Antitrust Xxxxxxxxxnts Xxx xf 1976, and to furnish all information required to be furnished in or in connection with any such filing or application.