Xxxxx Common Shares definition

Xxxxx Common Shares means the shares of common stock, par value $0.05, of Xxxxx.
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Xxxxx Common Shares means the common shares in the capital of Xxxxx; (v)
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Xxxxx Common Shares means the issued and outstanding common shares in the authorized share structure of Xxxxx;
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Examples of Xxxxx Common Shares in a sentence

  • The Xxxxx Board has received the opinion of JPM, to the effect that, as of the date of this Agreement and subject to the assumptions, qualifications and limitations set forth in such opinion, the Merger Consideration to be received by the holders of Xxxxx Common Shares (other than Xxxxx Cancelled Shares and Xxxxx Dissenting Shares) in the Second Merger pursuant to this Agreement is fair, from a financial point of view, to such holders.

  • In the event of any Put, NewCo Holdings shall have the option to pay the Estimated 9.5x Consideration in cash or Xxxxx Common Shares.

  • Any Xxxxx Common Shares (other than any Xxxxx Cancelled Shares and any Xxxxx Dissenting Shares) with respect to which no Election is validly and effectively made prior to the Election Deadline shall be deemed to be “No Election Shares”, and shall be converted into the right to receive the Cash Election Consideration and/or the Stock Consideration, as determined in accordance with this Section 2.3(c).

  • Delivery to the Exchange Agent prior to the Election Deadline of a revised Election Form with respect to any Xxxxx Common Shares shall result in the revocation of all prior Election Forms with respect to all such Xxxxx Common Shares.

  • An Election may be revoked or changed only by delivering to the Exchange Agent, prior to the Election Deadline, a written notice of revocation or, in the case of a change, a properly completed revised Election Form that identifies the Xxxxx Common Shares to which such revised Election Form applies.

  • Unless the Xxxxx Board shall have made a Xxxxx Adverse Recommendation Change in accordance with Section 6.10(d), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Xxxxx Board recommends that the holders of shares of Xxxxx Common Shares vote to adopt this Agreement (such recommendation is referred to as the “Xxxxx Board Recommendation”).

  • In connection with the foregoing, Mercury and New Holdco shall enter into an Exchange Agent Agreement with the Exchange Agent, in a form reasonably acceptable to Xxxxx, setting forth the procedures to be used in determining, in accordance with this Article II, the form of Merger Consideration to be received by each holder of Xxxxx Common Shares, and accomplishing the deliveries and other actions contemplated by this Section 2.7.

  • Xxxxx shall give Mercury prompt notice of any demands received by Xxxxx for appraisal of Xxxxx Common Shares, withdrawals of such demands and any other instruments served pursuant to the Xxxxx LLC Agreement and Section 262 of the DGCL and shall give Mercury the opportunity to participate in all negotiations and proceedings with respect thereto.

  • Pursuant to the Xxxxx LLC Agreement, the holders of each Xxxxx Common Share are entitled to rights of appraisal in the event of a merger of Xxxxx that would give rise to appraisal rights under the DGCL if Xxxxx were a Delaware corporation and the holders of Xxxxx Common Shares were stockholders of such corporation.

  • If a fiscal agent is designated, describe the process for designation within the guidelines required by state and local procurement laws and policies.


More Definitions of Xxxxx Common Shares

Xxxxx Common Shares means the common shares in the authorized share structure of Stowe; and
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Related to Xxxxx Common Shares

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

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

  • 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.

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

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

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

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

  • 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.

  • 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.

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

  • Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.

  • 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.

  • Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.

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

  • Class B Common Shares means the Class B Convertible Voting Common Shares of the Company, par value $1.00 per share.

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

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

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

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

  • 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.

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Additional Common Shares means all common stock (including reissued shares) issued (or deemed to be issued pursuant to Section 2) after the date of the Warrant. Additional Common Shares does not include, however, any common stock issued in a transaction described in Sections 2.1 and 2.2 of the Warrant; any common stock Issued upon conversion of preferred stock outstanding on the date of the Warrant; the Shares; or common stock Issued as incentive or in a nonfinancing transaction to employees, officers, directors, or consultants to the Company.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

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