Outstanding Shares of Company Common Stock Sample Clauses

Outstanding Shares of Company Common Stock. Subject to the other provisions of this Section 2.02, each share of common stock, par value $1.00 per share of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time, together with any associated Right (as defined in Section 3.20) (other than shares to be canceled pursuant to Section 2.03(a) and other than Dissenting Shares (as such term is defined in Section 2.02(j)), shall be converted into the right to receive (i) a number of shares of UCU Common Stock equal to the Exchange Ratio (as such term is defined below), subject to the payment of cash in lieu of any fractional share (the "Stock Consideration"); or (ii) cash per share of Company Common Stock equal to the Average Trading Price (as such term is defined below) multiplied by the Exchange Ratio (the "Cash Consideration"). The Stock Consideration together with the Cash Consideration is collectively referred to as the "Merger Consideration."
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Outstanding Shares of Company Common Stock. Each issued and outstanding share of the Company Common Stock immediately prior to the Effective Time (other than shares to be extinguished pursuant to Section 2.2(c) and Dissenting Shares (as defined in Section 2.5 below) shall be converted into and exchangeable for such number of fully paid and non-assessable shares of DAVN Common Stock equal to one multiplied by the Exchange Ratio (i.e. on a one for one basis); and DAVN shall issue to each holder of Company Common Stock (other than holders of shares extinguished pursuant to Section 2.2(c) and Dissenting Shares) the number of shares of DAVN Common Stock equal to the number of shares of Company Common Stock held by such shareholder multiplied by the Exchange Ratio, rounded to the nearest whole share (the "Merger Consideration").
Sample 1
Outstanding Shares of Company Common Stock. Each issued and outstanding share of Company Common Stock immediately prior to the Effective Time (other than shares to be extinguished pursuant to Section 2.2(c) and Dissenting Shares (as defined in Section 2.5 below) shall be converted into and exchangeable for such number of fully paid and non-assessable shares of GICI Common Stock equal to one multiplied by the Exchange Ratio; and GICI shall issue to each holder of Company Common Stock (other than holders of shares extinguished pursuant to Section 2.2(c) and Dissenting Shares) the number of shares of GICI Common Stock equal to the number of shares of Company Common Stock held by such shareholder multiplied by the Exchange Ratio, rounded to the nearest whole share (the "Merger Consideration").
Sample 1
Outstanding Shares of Company Common Stock. Subject to the provisions of this Section 2.2, each share of common stock, par value $3.33 1/3 per share of the Company (the "Company Shares") issued and outstanding immediately prior to the Effective Time (other than shares held as treasury shares by the Company) shall by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive (i) $40.00 in cash (the "Cash Price"), or (ii) such number or fraction thereof validly issued, fully paid and nonassessable shares of common stock, without par value, of Nipsco ("Nipsco Common Shares") determined by dividing the Cash Price by the Nipsco Share Price (as defined below) (the "Exchange Ratio") or (iii) the right to receive a combination of cash and Nipsco Common Shares determined in accordance with Section 2.2.2 or Section 2.2.3. The "Nipsco Share Price" shall be equal to the average of the closing prices of the Nipsco Common Shares 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. 2.2.2
Sample 1

Related to Outstanding Shares of Company Common Stock

  • Shares of Common Stock The Company shall have duly reserved the number of Debenture Shares required by this Agreement and the Transaction Documents to be reserved upon the conversion of the Debentures acquired by the Purchaser on the First Closing Date;

  • Outstanding Shares On the Closing Date, Pubco will have no more than 7,669,521 shares of Pubco Common Stock issued and outstanding immediately prior to the issuance of the Pubco Shares and the Pubco Warrants as contemplated by this Agreement and will have no more than 43,767,021 shares Pubco Common Stock and 3,048,750 Pubco Warrants issued and outstanding immediately after the issuance of the Pubco Shares and the Pubco Warrants as contemplated by this Agreement.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • 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.

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Deemed Issue of Additional Shares of Common Stock (a) If the Corporation at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

  • 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.

  • Ownership of Company Common Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

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