AE Stock definition
Examples of AE Stock in a sentence
In the event of a transfer of ownership of shares of RTC Stock that is not registered in the transfer records of a RTC, a certificate representing the proper number of shares of AE Stock may be issued to a transferee if the Certificate representing such shares of RTC Stock is presented to the Escrow Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.
All such shares of RTC Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Article 4 hereof, certificates evidencing such number of shares of AE Stock, respectively, into which such shares of RTC Stock were converted.
No dividends or other distributions declared or made after the date of this Agreement with respect to AE Stock with a record date after the Effective Time will be paid to the holders of any RTC Certificates with respect to the shares of AE Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates under the terms of the “Escrow Agreement,” attached hereto as Exhibit H.
Promptly at the Effective Time, AE shall make available to the Escrow Agent for exchange in accordance with this Article 4, the AE Earnout Shares (such shares of AE Stock, are hereinafter referred to as the “Earnout Share Fund”) issuable pursuant to Article 3 in exchange for outstanding shares of RTC Stock.
Notwithstanding anything to the contrary in this Article 4, neither the Escrow Agent, AE, RTC, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of AE Stock or RTC Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
All shares of AE Stock issued in accordance with the terms shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of RTC Stock.
Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of AE Stock into which such shares of RTC Stock shall have been so converted and any dividends or distributions payable pursuant to Section 4(d).
The term “Merger Consideration” shall mean (i) that number of restricted shares of AE Stock applicable for achievement of the Merger Milestone giving rise to the Closing, as specified on Exhibit B (the “AE Closing Shares”), and (ii) the right to receive that number of shares of AE Stock applicable upon achievement of each Earnout Milestone during the Earnout Period, as specified on Exhibit B (the “AE Earnout Shares”).