ATC Common Stock definition
Examples of ATC Common Stock in a sentence
All cash paid and shares of ATC Common Stock issued upon conversion of the Shares in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.4(c) or (e)) shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Shares.
On or after the Effective Time, any Certificates presented to the Exchange Agent or ATC for any reason shall be converted into the right to receive the Merger Consideration, any cash in lieu of fractional shares of ATC Common Stock to which the holders thereof are entitled pursuant to Section 2.4(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.4(c).
All issued and outstanding shares of ATC Common Stock are validly issued and outstanding, fully paid and nonassessable and free of preemptive rights.
All of the outstanding shares of the ATC Common Stock are, and all of the Subject Shares will, upon issuance pursuant to the provisions of this Agreement, be, duly authorized, validly issued, fully paid and nonassessable.
ATC has not been informed, nor does it have any knowledge, that the Financial Industry Regulatory Authority or any other regulatory agency will take action to cease the ATC Common Stock from being quoted on the OTC Bulletin Board.
Other than the shares of ATC Common Stock to be issued by ATC pursuant to the Proposed Financing, ATC will have issued and outstanding no more than 22,979,816 shares of ATC Common Stock immediately after the issuance of the ATC Shares as contemplated by this Agreement.
Other than the share issuances contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating ATC to issue any additional shares of ATC Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from ATC any shares of ATC Common Stock as of the date of this Agreement.
At the Effective Time, the stock transfer books of ATC shall be closed, and there shall be no further transfer of shares of ATC Common Stock or ATC Preferred Stock thereafter on the records of ATC.
To the extent the parties are unable to agree upon the amount of the Current Balance, the Adjustment Holdback shall consist of cash, and to the extent the parties are unable to agree upon the aggregate amount of acquisition expense and capital expenditures of TCT referred to in clause (ii) of the second sentence of Section 3.1, the Adjustment Holdback shall consist of ATC Common Stock and cash in the proportions specified in Section 3.
ATC has not been informed, nor does it have any knowledge, that the NASD or any other regulatory agency will take action to cease the ATC Common Stock from being quoted on the OTC Bulletin Board.