Valley Common Stock definition

Valley Common Stock means the common stock, no par value per share, of Valley.
Sample 1Sample 2
Valley Common Stock and "Exchange Ratio" all having the meanings assigned to them in the Merger Agreement). The "Average Merger Consideration Equivalent" means the average of the Merger Consideration Equivalents during the Measurement Period. The "Discounted Average Merger Consideration Equivalent" means the Average Merger Consideration Equivalent minus $3.06. The "Measurement Period" shall be determined as follows:
Sample 1Sample 2
Valley Common Stock means the $.01 par value common stock of Valley.
Sample 1

Examples of Valley Common Stock in a sentence

  • The shares of Valley Common Stock outstanding at the Effective Time shall not be affected by the Merger, but along with the additional shares of Valley Common Stock to be issued as provided in Section 2.1 hereof, shall become the outstanding common stock of the Surviving Corporation.

  • Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement.

  • Notwithstanding the time of surrender of the Certificates, Record Holders shall be deemed shareholders of Valley for all purposes from the Effective Time, except that Valley shall withhold the payment of dividends from any Record Holder until such Record Holder effects the exchange of Certificates for Valley Common Stock.

  • All issued and outstanding shares of Valley Common Stock, and all issued and outstanding shares of capital stock of Valley’s Significant Subsidiaries, have been duly authorized and validly issued, are fully paid, nonassessable and free of preemptive rights, and are free and clear of all Liens.

  • Valley shall reserve for issuance the number of shares of Valley Common Stock necessary to satisfy Valley's obligations.

  • The Registration Statement shall have been declared effective by the SEC and shall not be subject to a stop order or any threatened stop order, and the issuance of the Valley Common Stock shall have been qualified in every state where such qualification is required under the applicable state securities laws.

  • Shares of Valley Common Stock issuable upon exercise of Stock Options shall be covered by an effective registration statement on Form S-8, and Valley shall file a registration statement on Form S-8 covering such shares as soon as practicable after the Effective Time.

  • The shares of Valley Common Stock to be issued hereunder pursuant to the Merger, will be duly and validly reserved for issuance, and when issued in accordance with the terms of this Agreement, will be duly authorized and validly issued, fully paid, nonassessable, free of preemptive rights and free and clear of all Liens created by or through Valley, with no personal liability attaching to the ownership thereof.

  • A majority of the outstanding shares of Valley Common Stock constitutes a quorum for purposes of the Valley Shareholders Meeting.

  • Notwithstanding the time of surrender of the Certificates, Record Holders shall be deemed stockholders of Valley for all purposes from the Effective Time, except that Valley shall withhold the payment of dividends from any Record Holder until such Record Holder effects the exchange of Certificates for Valley Common Stock.

Related to Valley Common Stock

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

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

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

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

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

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

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • 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.

  • 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.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • 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.

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

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

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • shares of Common Stock means (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Warrant Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other securities so purchasable upon exercise of each Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (i), inclusive, above, and the provisions of Section 7 and Section 12.2 through 12.5, inclusive, with respect to the Warrant Shares, shall apply on like terms to any such other securities.

  • 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.

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

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

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

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

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