Ventas Common Stock definition

Ventas Common Stock means a share of common stock, par value $0.25 per share, of Ventas.
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Ventas Common Stock has the meaning set forth in the recitals of this Agreement.
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Examples of Ventas Common Stock in a sentence

  • The number of shares of Ventas Common Stock that will be issued in the Merger will depend on, among other factors, the number of shares of New Senior Common Stock and New Senior equity awards outstanding immediately prior to the Effective Time.

  • Because of this, the implied value of the consideration to New Senior stockholders in the Merger based on the trading price of shares of Ventas Common Stock will fluctuate between now and the completion of the Merger.

  • Under the Merger Agreement, between June 28, 2021 and the earlier of the Effective Time and the termination of the Merger Agreement, neither Ventas nor New Senior may declare, make or pay any dividend without the consent of the other party other than a regular quarterly cash dividend of up to $0.065 per share of New Senior Common Stock in the case of New Senior and up to $0.45 per share of Ventas Common Stock in the case of Ventas.

  • Ventas Common Stock will not, however, constitute a USRPI so long as it is a “domestically controlled qualified investment entity.” A “domestically controlled qualified investment entity” includes a REIT in which at all times during a five-year testing period less than 50% in value of its stock is held directly or indirectly by non-United States persons, subject to certain rules.

  • Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in Ventas Common Stock.

  • Holders of shares of Ventas Common Stock are not required to take any action with respect to their shares of Ventas Common Stock.

  • Taxation of Non-U.S. Holders of New Senior Common Stock On the basis of the opinion described above, the U.S. federal income tax consequences of the Merger to non-U.S. holders of New Senior Common Stock generally will be as follows: Upon exchanging New Senior Common Stock for Ventas Common Stock, a non-U.S. holder generally will not recognize gain or loss, except with respect to any cash received in lieu of fractional shares of Ventas Common Stock.

  • In connection with the issuance of Ventas Common Stock in the Merger, pursuant to the Merger Agreement, as a condition to the closing of the Merger, Ventas must file a registration statement on Form S-4 with the SEC under the Securities Act, of which this proxy statement/prospectus forms a part, that is declared effective by the SEC and must not be the subject of any stop order or proceedings seeking a stop order.

  • A U.S. holder generally may elect to treat capital gain dividends, capital gains from the disposition of Ventas Common Stock and income designated as qualified dividend income, as described in the section entitled “— Tax Rates” beginning on page 106 of this proxy statement/prospectus, as investment income for purposes of computing the investment interest limitation, but in such case, the holder will be taxed at ordinary income rates on such amount.

  • U.S. holders that acquired different blocks of New Senior Common Stock at different times or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares to particular shares of Ventas Common Stock received in the Merger.

Related to Ventas Common Stock

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

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

  • 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 shares of common stock, par value $0.001 per share, of Merger Sub.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

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

  • 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.

  • 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.

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

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

  • Fully-Diluted Common Stock means the outstanding Common Stock and the shares of Common Stock issued or issuable upon exercise of Warrants (assuming full exercise).

  • Parent Common Stock means the common stock, par value $.001 per share, of Parent.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

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

  • Common Stock means the common stock of the Company.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

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

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

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

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

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

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

  • Class A Common Shares means the Class A common shares of the Company, par value US$0.00001 per share, at the date of this Indenture, subject to Section 14.07.