Examples of ATC Shares in a sentence
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.
The ATC Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC upon ATC’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx.
Other than the shares 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.
ATC acknowledges that the Shareholders may require legal opinions on the removal of the restrictive legends on the share certificates pursuant to Rule 144 of the 1933 Act in order to sell their ATC Shares in the future.
At and after the Effective Time, the Surviving Corporation shall issue to each holder of ATC Common Stock, upon surrender of each of his or its Certificates, a certificate of ATS Class A Common Stock representing the Merger Consideration with respect to the ATC Shares represented by such Certificate in accordance with the provisions of Section 3.1, plus cash in amount sufficient to make payment for fractional shares.
The ATC Shares to be issued to the Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.
At the Effective Time, subject to the provisions of Section 6.10, each outstanding Option Security and each Convertible Security of ATC, if any, whether or not then exercisable for or convertible into ATC Shares or other ATC securities, outstanding immediately prior to the Effective Time, shall be canceled and retired and shall cease to exist, and the holder thereof shall not be entitled to receive any consideration therefor.
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At and as of the Effective Time, the AMI Shares shall be converted into the right to receive ATC Shares (for each Shareholder a fractional share resulting from conversion of its aggregate holdings will be rounded up to the nearest whole share) which ATC Shares will be issued to the Shareholders on a basis of 1.1 ATC Shares for each AMI Share held (the “Merger Consideration”).
Concurrently with the Closing, Fidelity shall deliver to ANFI stock certificates representing the twelve hundred (1,200) ATC Shares duly endorsed for transfer or with duly executed stock powers attached.