Outstanding Common Shares Sample Clauses

Outstanding Common Shares. Subject to the other provisions of this Section 1.9, each share of common stock, $1.00 par value, of the Company (the "Common Shares") issued and outstanding immediately prior to the Effective Time (other than shares held as treasury shares by the Company and Dissenting Shares (as defined in Section 1.12)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive $16.00 in cash, without interest (the "Merger Consideration").

Outstanding Common Shares. Subject to the other provisions of this Section 1.9, each share of common stock, $5.00 par value, of the Company (the "Common Shares") issued and outstanding immediately prior to the Effective Time (other than shares held as treasury shares by the Company and Dissenting Shares (as defined in Section 1.13 below)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into (i) the right to receive $29.50 in cash, without interest (subject to adjustment as provided in Section 1.9.2 below, the "Cash Price"), or (ii) the right to receive the fraction (rounded to the nearest ten-thousandth of a share) of a validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of PennCorp ("PennCorp Common Stock") determined by dividing the Cash Price by the PennCorp Share Price (as defined below) (the "Exchange Ratio") or (iii) the right to receive a combination of cash and shares of PennCorp Common Stock determined in accordance with Section 1.9.3 or Section 1.9.4 below. The "PennCorp Share Price" shall be equal to the Trading Average (as defined below); provided, however, that (x) if the Trading Average is less than $31.658 then the PennCorp Share Price shall be $31.658, and if the Trading Average is greater than $38.693, then the PennCorp Share Price shall be $38.693, (y) under certain circumstances set forth in Section 6.3.4, it shall be a condition to the Company's obligation to effect the Merger that the Trading Average shall not be less than $28.140, and (z) under certain circumstances set forth in Section 6.2.5, it shall be a condition to PennCorp's obligation to effect the Merger that the Trading Average shall not be greater than $42.210. The "Trading Average" shall be equal to the average of the closing prices of the PennCorp Common Stock on the New York Stock Exchange ("NYSE") Composite Transactions Reporting System, as reported in the Wall Street Journal, for the 20 trading days immediately preceding the second trading day prior to the Effective Time.

Outstanding Common Shares. For a period of at least 24 months after the Closing Date, the Corporation shall not do or omit to do anything or take any action if the result of such act or omission could reasonably be expected to be that the ownership of Common Shares by Newmont, including any shares issuable on the exercise of warrants, would exceed 19.99% of the number of then outstanding Common Shares.

Outstanding Common Shares. As of the date hereof, the issued and outstanding capital of the Company consists of 12,181,474 Common Shares. All such shares have been duly authorized and validly issued and are fully paid and are non-assessable.

Outstanding Common Shares. The Company shall not do or omit to do any thing or take any action if the result of such act or omission could reasonably be expected to be that the ownership of Common Shares by the Subscriber would exceed 10% of the number of then outstanding Common Shares, assuming the issue of the Securities.

Outstanding Common Shares. The Seller is the record, legal and beneficial owner of the Outstanding Common Shares, free and clear of any Encumbrance other than the Seller Partnership Documents. Upon delivery to the Buyer of the Outstanding Common Shares at the Closing, the Buyer’s causing the payment of the Purchase Price and registration of the Outstanding Common Shares in the names of the Buyer in the record of shares of beneficial interest of the Company, the Buyer shall acquire the Outstanding Common Shares free and clear of any Encumbrance other than Encumbrances that may be created by the Buyer.

Outstanding Common Shares. Section 1.9.2 TREASURY SHARES . . . . . . . . . . . . 11 SECTION 1.10 EXCHANGE OF CERTIFICATES AND RELATED MATTERS . 11 Section 1.10.1

Outstanding Common Shares. With respect to certificates representing Common Shares and Book Entry Shares, as applicable, outstanding as of the Record Date or issued subsequent to the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates or Book Entry Shares, and the registered holders of the Common Shares will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such Common Shares. Notwithstanding anything to the contrary in this Agreement, upon the effectiveness of a redemption pursuant to Section 23 or an exchange pursuant to Section 24, the Company will not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights will be attached to or will be issued with any Common Share at any time thereafter.