Outstanding Common Shares Sample Clauses

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.
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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").
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Outstanding Common Shares. The Corporation 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 Purchased Securities.
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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.
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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.
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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.
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Outstanding Common Shares. . . . 10 Section 1.9.2 TREASURY SHARES . . . . . . . . . . . . 11 SECTION 1.10 EXCHANGE OF CERTIFICATES AND RELATED MATTERS . 11 Section 1.10.1
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Related to Outstanding Common Shares

  • Outstanding Common Stock The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

  • Outstanding Shares On the Closing Date, Pubco will have not more than 95,366,525 common shares issued and outstanding in the capital of Pubco after giving effect to the cancellation and issuance of the Pubco Shares contemplated in this Agreement, and to the private placement agreement referenced in below article 6.13.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Outstanding Capital Stock The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of any stockholder of the Company.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Outstanding Equity Awards Executive’s outstanding equity awards shall remain outstanding following the Effective Date in accordance with their terms, provided, that to the extent any term of this Agreement is more favorable to Executive, including in respect to accelerated vesting, the more favorable terms of this Agreement shall control.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Outstanding Warrants and Options China Health has no issued warrants or options, calls, or commitments of any nature relating to the China Health Share Capital, except as previously disclosed in writing to UFOG.

  • Outstanding Options The option granted to Optionee under this Option Agreement shall in no event be exercised while there is outstanding any option previously granted to Optionee to purchase common shares of the Company at a price higher than the option price under the option herein granted to Optionee.

  • Class B Common Stock 2 Closing........................................................................5

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