Xxxxxx Capital Stock definition

Xxxxxx Capital Stock means all classes or series of capital stock of Xxxxxx.
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Xxxxxx Capital Stock means the Common Stock, no par value per share, of Xxxxxx.
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Examples of Xxxxxx Capital Stock in a sentence

  • All shares of Xxxxxx Capital Stock that are owned by Xxxxxx as treasury stock and any shares of Xxxxxx Capital Stock owned by Parent or Xxxxxx Merger Sub automatically shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • All such shares of Xxxxxx Capital Stock shall no longer be outstanding and shall be cancelled and retired automatically and shall cease to exist, and each holder of a certificate representing any such shares of Xxxxxx Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Xxxxxx Exchange Ratio per share of Xxxxxx Capital Stock, upon the surrender of such certificate in accordance with Section 11.5, without interest.

  • For purposes of this Agreement, the term "Xxxxxx Exchange Ratio" means, subject to adjustment in accordance with Section 11.1, the ratio that results from dividing (x) Six Hundred Four Thousand Seven Hundred Ninety Dollars ($604,790) by (y) the product of (1) the Average Pre-Closing Price of Parent Common Stock and (2) the total number of shares of Xxxxxx Capital Stock outstanding.

  • Without limiting the generality of the foregoing, nothing in this Agreement shall preclude Holder from exercising full power and authority to vote in Holder’s sole discretion for or against any proposal submitted to a vote of the holders of Xxxxxx Capital Stock to approve any payment that would, in the absence of such approval, constitute a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended.

  • Until surrendered in accordance with this Agreement, each Certificate for Xxxxxx Capital Stock will represent the Per Share Merger Consideration (as adjusted in accordance with Section 2.2(a)(ii)) into which the shares of Xxxxxx Capital Stock represented thereby have been converted.

  • All of the issued and outstanding shares of Xxxxxx Capital Stock are, and all of the shares of Xxxxxx Common Stock to be issued in exchange for shares of First Mariner Common Stock and First Mariner Series A Preferred Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and fully paid and nonassessable under the MGCL.

  • If you choose to respond, you may return this to MHEC through your attorney or directly to TitleIXproceedings.MHEC@maryland.gov.

  • Holders of not more than 10% of the outstanding Xxxxxx Capital Stock shall have exercised statutory rights of dissent and appraisal pursuant to the TBL.

  • For purposes of this Agreement, the term "Xxxxxx Exchange Ratio" means, subject to adjustment in accordance with Section 11.1, the ratio that results from dividing (x) Four Million Five Hundred Twenty-Five Thousand One Hundred Eighty Dollars ($4,525,180) by (y) the product of (1) the Average Pre-Closing Price of Parent Common Stock and (2) the total number of shares of Xxxxxx Capital Stock outstanding.

  • Whether or not a Certificate for Xxxxxx Capital Stock is surrendered, after the Effective Date it will not represent any interest in the Resulting Institution other than the right to receive the Per Share Merger Consideration (as adjusted in accordance with Section 2.2(a)(ii)).

Related to Xxxxxx Capital Stock

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Excluded Capital Stock means:

  • Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity.

  • Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2).

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • Treasury Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).

  • Refunding Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).

  • Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Notes.

  • Redeemable Capital Stock means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity.

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

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

  • Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;

  • Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Equity Share Capital means the total issued and paid-up equity share capital of the Company, calculated on a Fully Diluted Basis.

  • Book Equity means the aggregate of the amounts paid-up or credited as paid-up on the Charter Guarantor's issued share capital and the amount of the consolidated capital and revenue reserves of the Group (including any share premium account, capital redemption reserve fund and any credit balance on the consolidated profit and loss account of the Group) all as shown by the latest audited consolidated balance sheet and profit and loss account of the Group delivered under this Deed but after:

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity 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.

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

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

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.

  • Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis as of the tenth (10th) working day from the closure of the Tendering Period (as defined below) of the Open Offer; and