Examples of Varex Shares in a sentence
Varex will not issue paper stock certificates in respect of the Varex Shares.
None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c).
Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.
Varex shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Varex Shares to be distributed in the Distribution on Nasdaq, subject to official notice of distribution.
Varex agrees to file Forms X-0, X-0 and S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the Varex Shares authorized for issuance under the Varex Omnibus Plan, as required pursuant to the Securities Act, not later than the Effective Time and in any event before the date of issuance of any Varex Shares pursuant to the Varex Omnibus Plan.
For the avoidance of doubt, the term “dividend equivalents” shall not include any dividend equivalents that are deemed reinvested in Varex Shares or Parent Shares, consistent with the practice with respect to the applicable award prior to the Separation, and Parent or Varex, as applicable, shall adjust the number of shares subject to the applicable Post-Separation Parent Award or Varex Award, as applicable, to reflect such deemed reinvestment in the manner set forth in the applicable award agreement.
Notwithstanding anything to the contrary in this Section 4.02(a)(ii), the exercise price, the number of Varex Shares subject to each Varex Option Award and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code.
Notwithstanding anything to the contrary in this Section 4.02(a)(iii), the exercise price, the number of Parent Shares and Varex Shares subject to each Post-Separation Parent Option Award and Varex Option Award, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code.