Examples of Victory Common Stock in a sentence
The authorized capital stock of Victory consists of 1,500,000 shares of Victory $1.00 par value common stock (the "Victory Common Stock").
Payment of cash in lieu of fractional shares of Victory Common Stock will be made solely for the purpose of avoiding the expense and inconvenience to Victory of issuing fractional shares of Victory Common Stock and will not represent separately bargained-for consideration.
No dividends or other distributions with respect to Victory Common Stock with a record date after the Effective Time will be paid to the holder of any Chucktaylor Common Stock with respect to the shares of Victory Common Stock issuable upon exchange thereof, and no cash payment in lieu of fractional shares will be paid to any such holder pursuant to Section 1.07, until, in each case, the exchange of such Chucktaylor Common Stock in accordance with this Article I.
All issued and outstanding shares of Victory Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.
Each share of Victory Common Stock and Victory Preferred Stock that is owned by Chucktaylor immediately prior to the Effective Time will automatically be canceled and will cease to exist and no consideration will be delivered in exchange therefor.
As soon as practicable following the Closing, Victory will solicit the holders of certain warrants to purchase Victory Common Stock that were previously issued and have since expired, and issue up to 2,827,515 new warrants to such holders in exchange for a release by such holders of any and all claims against Victory.
Victory has not reserved shares of Victory Common Stock under the Victory Plan for issuance to employees and directors of, and consultants to, Victory upon the exercise of options or other awards granted under the Victory Plan or any other plan, agreement, or arrangement (whether written or oral, formal or informal), of which no shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options or other awards.
Subject to Section 1.07, each issued and outstanding share of Chucktaylor Common Stock (other than shares to be canceled in accordance with Section 1.03(b)) will be converted into the right to receive that number of fully paid and nonassessable shares of Victory Common Stock equal to the Exchange Ratio.
For the avoidance of doubt and by way of example, if 60% of the full amount ($3,000,000) is raised in the Financing, then the Investor Percentage will decrease by 40% to 9% of the issued and outstanding Victory Common Stock on a fully-diluted basis, the H2EG Percentage will increase to 76% of the issued and outstanding Victory Common Stock on a fully-diluted basis and the Victory Percentage will remain at 15% of the issued and outstanding Victory Common Stock on a fully-diluted basis.
As of the date hereof, Chucktaylor is the record owner and beneficial owner, with respect to, in the aggregate, 16,289,023 shares of Victory Common Stock, and does not beneficially own or otherwise have the power to direct the voting with respect to, any shares of capital stock of Victory, other than such Shares and 293,000 shares of Victory Preferred Stock convertible into 10,988,036 shares of Victory Common Stock.