Aviza Stock definition

Aviza Stock means the Aviza Preferred Stock and the Aviza Common Stock. “beneficial ownership” (and related terms such as “beneficially owned” or “beneficial owner”) has the meaning set forth in Rule 13d-3 under the Exchange Act.
Sample 1
Aviza Stock means the Aviza Preferred Stock and the Aviza Common Stock.
Sample 1

Examples of Aviza Stock in a sentence

  • There are no outstanding contractual obligations of Aviza or any Aviza Subsidiary (A) restricting the transfer of; (B) affecting the voting rights of; (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to; (D) requiring the registration for sale of or (E) granting any preemptive or antidilutive right with respect to, any shares of Aviza Stock or any capital stock of, or other Equity Interests in, Aviza or any Aviza Subsidiary.

  • Section 2.4.2 of the Aviza Disclosure Schedule includes information with respect to any rights that provide for the acceleration or other changes in the vesting provisions or other terms under the Aviza Options or Aviza Stock Option Plans as a result of the Aviza Merger (either alone or in connection with additional or subsequent events).

  • New Athletics, each of the Surviving Corporations or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Trikon Stock or Aviza Stock such amounts as New Athletics, either of the Surviving Corporations or the Exchange Agent are required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment.

  • Each share of Aviza Stock held by Trikon or any wholly owned subsidiary of Trikon, in the treasury of Aviza or by any wholly owned subsidiary of Aviza immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • The affirmative vote of each of (A) the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Aviza Series A Preferred Stock and (B) the holders of a majority in voting power of the outstanding shares of Aviza Series A Preferred Stock and Aviza Common Stock, voting together as a single class on an as-converted basis, are the only votes of the holders of Aviza Stock or other Equity Interests of Aviza necessary to adopt this Agreement and approve the Aviza Merger.

  • None of New Athletics, Trikon, Aviza or the Exchange Agent shall be liable to any holder of shares of Trikon Stock or Aviza Stock for any such shares of New Athletics Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.

  • A Dissenting Stockholder may receive payment of the fair value of the shares of Aviza Stock issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL.

  • All shares of Aviza Stock subject to issuance pursuant to Aviza Options and Aviza Warrants, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.

  • From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to the shares of Trikon Stock or Aviza Stock represented thereby except as otherwise provided herein or by Law.

  • The Dissenting Shares shall not represent more than one percent (1%) of the issued and outstanding Aviza Stock immediately prior to the Effective Time.

Related to Aviza Stock

  • Common Stock means the common stock of the Company.

  • Common Shares means the common shares in the capital of the Corporation;

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Amalco Common Shares means common shares in the capital of Amalco;

  • Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Series B Stock means the Company's Series B Convertible Preferred Stock, par value $0.000001 per share.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Newco Stock means the common stock, par value $.01 per share, of Newco.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • A Ordinary Shares means the A ordinary shares of £0.01 each in the capital of the Company;

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • shares of Common Stock means (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Warrant Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other securities so purchasable upon exercise of each Warrant and the Exercise Price of such securities 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 Warrant Shares contained in paragraphs (a) through (i), inclusive, above, and the provisions of Section 7 and Section 12.2 through 12.5, inclusive, with respect to the Warrant Shares, shall apply on like terms to any such other securities.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Amalco Shares means the common shares in the capital of Amalco;

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Company Shares means the common shares in the capital of the Company;

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.