Unregistered Common Stock definition

Unregistered Common Stock means all shares of Common Stock which are beneficially owned by the Stockholders as of the date hereof and have not been registered under the Securities Act. All other capitalized terms used herein shall, unless defined, have the respective meanings set forth herein or, in the absence of such a definition, in the Merger Agreement.
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Unregistered Common Stock means any share of Common Stock which has not been registered under the Securities Act on Form S-1 or any similar long-form registration or on Form S-2 or S-3 or any similar short-form registration.
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Examples of Unregistered Common Stock in a sentence

  • The purchase of Unregistered Common Stock and Warrants is suitable only for investors who have no need for liquidity in their investments and who have adequate means of providing for their current needs and contingencies even if the investment in the Unregistered Common Stock and Warrants results in a total loss.

  • In such event, as long as the Registered Common Stock is not Traded by such Stockholder by the time of any Trade Proposal, then the Registered Common Stock will be included in the numerator (representing the number of shares in favor of a Trade Proposal) and the denominator (representing the number of Unregistered Common Stock and not yet Traded Registered Common Stock against which the 66 2/3 vote is calculated).

  • Unregistered Common Stock and Warrants will be sold only to prospective investors which are “accredited investors” promulgated under the Securities Act.

  • Sublessee shall promptly provide Sublessor with a copy of any notice it receives from Master Lessor relating to the Subleased Premises or the Master Lease.

  • The Outside Offer shall set forth its date, the proposed purchase price, the number of shares of Unregistered Common Stock or Warrants proposed to be purchased, and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the Prospective Purchaser.

  • For a period of twenty (20) days after such deemed offer by the Selling Stockholder to the Company, the Company shall have the option, exercisable by written notice to the Selling Stockholder, to accept the Selling Stockholder's offer, in whole and not in part, as to the Selling Stockholder's Unregistered Common Stock or Warrants.

  • In the event of such employment termination, Employee shall also have the unlimited right to have her Unregistered Common Stock registered in any registration by the Company of its Common Stock under the Securities Act of 1933, as amended (other than pursuant to registrations on Form S-4 and Form S-8).

  • As a population is understood a population of local units and employees defined by:1 – NACE sections (Rev.

  • The Board of Directors periodically reviews the strategic use of cash in excess of business needs.Issuance of Unregistered Common Stock Not applicable.

  • The shares of Unregistered Common Stock owned by a Stockholder who submits a Trade Proposal are included in the number of shares necessary to satisfy the Approval Threshold.

Related to Unregistered Common Stock

  • Registered Common Stock shall have the meaning set forth in Section 13(b) hereof.

  • Registered Common Shares means Common Shares which are, as of the date of consummation of a Business Combination, and have continuously been for the 12 months immediately preceding such date, registered under Section 12 of the Exchange Act.

  • Registered Shares has the meaning set forth in Section 3.01(b).

  • Restricted Common Stock means shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a).

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then outstanding Common Stock Equivalents.

  • Class D Common Stock means the Class D Common Stock, par value $0.01 per share, of the Company.

  • Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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

  • registered company means a company registered under the enactments relating to companies for the time being in force in the United Kingdom.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Class V Common Stock means the Class V common stock, par value $0.0001 per share, of the Corporation.

  • Class B Common Stock means the Class B common stock, par value $0.0001 per share, of the Company.

  • Founders’ Common Stock means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

  • Common Shares means the common shares in the capital of the Corporation;

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Class A Common Stock means the Class A Common Stock, par value $.01 per share, of the Company.

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.