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

  • Ventas shall be responsible for all Liabilities (and entitled to the tax deduction) associated with awards that relate to Ventas Common Stock following the Effective Time, including without limitation such awards held by Former Employees and SpinCo Group Non-Employee Directors, and SpinCo shall be responsible for all Liabilities (and entitled to the tax deduction) associated with awards that relate to SpinCo Common Stock following the Effective Time.

  • 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.

  • 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.

  • As a result, such U.S. holder generally will recognize capital gain or loss equal to the difference between the amount of cash received for such fractional share and such U.S. holder’s tax basis allocable to such fractional share of Ventas Common Stock as set forth above.

  • The Ventas Charter authorizes Ventas to issue up to 600,000,000 shares of Ventas Common Stock and up to 10,000,000 shares of Ventas Preferred Stock.

  • Although the law is not clear on the matter, it appears that amounts Ventas designates as retained net capital gains in respect of Ventas Common Stock should be treated with respect to non-U.S. holders as actual distributions of capital gain dividends.

  • Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on Ventas Common Stock.

  • As of the Record Date, there were 380,352,586 outstanding shares of Ventas Common Stock and zero outstanding shares of Ventas Preferred Stock.

  • Xxxxxx Xxxxxxx reviewed the price targets for shares of Ventas Common Stock based on information obtained from Wall Street research as of June 25, 2021.

  • Ventas urges non-U.S. holders to consult their tax advisors to determine the impact of U.S. federal, state, local and non-U.S. income and other tax laws and any applicable tax treaty on the acquisition, ownership and disposition of shares of Ventas Common Stock, including any reporting requirements.

Related to Ventas Common Stock

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

  • 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 common stock, par value $0.01 per share, of Merger Sub.

  • 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;

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

  • 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.

  • Parent Common Stock means the common stock, par value $0.01 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, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 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 of a share of common stock 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, $0.001 par value per share, of Acquiror.

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

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

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