Examples of C-COR Common Stock in a sentence
Except as provided in Section 2.2(d), at the Effective Time, each share of C-COR Common Stock held in the treasury of C-COR or owned by ARRIS immediately prior to the Effective Time shall be canceled and retired and no shares of stock or other securities of ARRIS or the Surviving Corporation shall be issuable, and no payment or other consideration shall be made, with respect thereto.
At the Effective Time, each share of C-COR Common Stock awarded pursuant to any plan, arrangement or transaction, and outstanding immediately prior to the Effective Time shall be treated as fully vested and shall be exchanged in accordance with Section 2.2 hereof with respect to such percentage of such award equal to the percentage of the applicable restriction period for such award that has elapsed as of the Effective Time.
No vote or approval of the holders of any class of securities of C-COR or Purchaser is necessary to approve this Agreement and the transactions contemplated hereby, including any consent of the holders of C-COR Common Stock as may be required by the listing requirements of the NASDAQ National Market.
The C-COR Common Stock and C-COR Debt Securities will be acquired by Seller for its own account for the purpose of investment only.
Notwithstanding any other provision of this Agreement, each holder of shares of C-COR Common Stock exchanged pursuant to the Merger who otherwise would have been entitled to receive a fraction of a share of ARRIS Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of ARRIS Common Stock multiplied by the Average Trading Price.
The affirmative vote of a majority of the votes cast at the C-COR Stockholders’ Meeting by the holders of all outstanding shares of C-COR Common Stock entitled to vote is necessary to adopt this Agreement and the Merger is the only vote of the holders of any class or series of capital stock of C-COR necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger (the “C-COR Stockholders’ Approval”).
All shares of C-COR Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable.
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The authorized capital stock of C-COR consists of (i) 100,000,000 shares of C-COR Common Stock and (ii) 2,000,000 shares of preferred stock, no par value per share, none of which is issued and outstanding and none of which is reserved for issuance.
Seller is an “accredited investor” within the meaning of the Securities Act and each of Seller and the Creditors have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of any investment in the C-COR Common Stock and C-COR Debt Securities.