Common use of Stock Quotation Clause in Contracts

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued listing on the Nasdaq National Market, which among other things require that an issuer have either: - at least 750,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $5,000,000, net tangible assets of at least $4,000,000, a minimum bid price of at least $1 per share, and at least two registered and active market makers providing quotations for the shares, or - at least 1,100,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $15,000,000, a minimum bid price of at least $5 per share and either (x) a market capitalization of at least $50,000,000 or (y) total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or two of the last three most recently completed fiscal years and at least four registered and active market markers providing quotations for the shares. If neither of the foregoing standards is met, the Shares would no longer be listed on the Nasdaq National Market. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. If the Nasdaq National Market were to delist the Shares, it is possible that the Shares would continue to trade on another securities exchange or otherwise in the over-the-counter market and that price or other quotations would be reported by such exchange or through other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of shareholders and/or the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors.

Appears in 1 contract

Sources: Merger Agreement (Luxottica Group Spa)

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards requirements of the National Association of Securities Dealers, Inc. ("NASD") for continued listing on inclusion in the Nasdaq National Market, which among other things require that an issuer have either: - either (i) at least 750,000 publicly held shares, held by at least 400 shareholders stockholders of round lots, with an aggregate market value of at least $5,000,000, 5,000,000 and net tangible assets of at least $4,000,000, a minimum bid price of at least $1 per share, 4,000,000 and at least two registered and active market makers providing quotations for the shares, shares or - (ii) at least 1,100,000 publicly held shares, held by at least 400 shareholders stockholders of round lots, with an aggregate market value of at least $15,000,000, a minimum bid price of at least $5 per share and either (x) a market capitalization of at least $50,000,000 or (y) total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or two of the last three most recently completed fiscal years and at least four registered and active market markers providing quotations for the shares. If neither of the foregoing standards is met, the Shares would no longer be listed on the Nasdaq National Marketmarkers. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. According to information provided by the Company, as of July 7, 1999, there were 1,281 stockholders of record. If the Shares were to cease to be quoted on the Nasdaq National Market were to delist Market, the Shares, it market for the Shares could be adversely affected. It is possible that the Shares would continue to trade be traded or quoted on another other securities exchange exchanges or otherwise in the over-the-counter market and that the price or other quotations would be reported by such exchange or through Nasdaq or other sources. The extent of the public market for such the Shares and the availability of such quotations would dependwould, however, depend upon such factors as the number of shareholders stockholders and/or the aggregate market value of such securities the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act as described below and other factors.

Appears in 1 contract

Sources: Merger Agreement (Koninklijke Numico Nv)

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued listing on the Nasdaq National MarketNASDAQ, which among other things require that an issuer have either: - either o at least 750,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $5,000,000, net tangible assets of at least $4,000,000, a minimum bid price of at least $1 per shareShare, and at least two registered and active market makers providing quotations for the shares, or - o at least 1,100,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $15,000,000, a minimum bid price of at least $5 per share and either (x) a market capitalization of at least $50,000,000 or (y) total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or two of the last three most recently completed fiscal years and at least four registered and active market markers providing quotations for the shares. If neither of the foregoing standards is met, the Shares would no longer be listed on the Nasdaq National MarketNASDAQ. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. If the Nasdaq National Market Shares were to delist the Sharesno longer listed on NASDAQ, it is possible that the Shares would continue to trade on another securities exchange or otherwise in the over-the-counter market and that price or other quotations would be reported by such exchange or through other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of shareholders and/or and/ or the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors.

Appears in 1 contract

Sources: Offer to Purchase (Bosch Security Systems Corp)