CIMA Common Stock definition

CIMA Common Stock means the common stock, par value $0.01 per share, of CIMA.
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Examples of CIMA Common Stock in a sentence

  • This Agreement and the transactions contemplated hereby have been approved by the CIMA Board, and duly and validly authorized by all necessary respective corporate action applicable to it, subject only to receipt of the affirmative vote of the holders of a majority of the outstanding shares of CIMA Common Stock to adopt this Agreement (the "CIMA Stockholder Approval").

  • As a result of the Merger, each share of CIMA Common Stock will be converted into the right to receive $34.00 in cash.

  • Any cash and certificates representing HoldCo Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the "Exchange Fund." The Exchange Agent shall, pursuant to irrevocable instructions, deliver out of the Exchange Fund the aaiPharma Merger Consideration contemplated to be paid for shares of aaiPharma Common Stock pursuant to this Agreement and the CIMA Merger Consideration contemplated to be paid for shares of CIMA Common Stock pursuant to this Agreement.

  • On or after the Effective Time, any CIMA Certificates presented to the Exchange Agent, Cephalon or Surviving Corporation for any reason shall be converted into the right to receive the Merger Consideration with respect to the shares of CIMA Common Stock formerly represented thereby or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such shares of CIMA Common Stock as determined in accordance with Section 262 of the DGCL.

  • All shares of HoldCo Common Stock issued and cash paid upon conversion of shares of aaiPharma Common Stock or CIMA Common Stock, as the case may be, in accordance with the terms of Article II and this Article III (including any cash paid pursuant to Section 3.06 or Section 3.08) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such shares of aaiPharma Common Stock or CIMA Common Stock, as the case may be.

  • Prior to the Effective Time, the CIMA Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of CIMA who is a CIMA Insider of shares of CIMA Common Stock or CIMA Stock Options pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

  • If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the shares of CIMA Common Stock held by such Dissenting Stockholder shall thereupon be treated as though such shares had been converted into the Merger Consideration pursuant to Section 3.01.

  • To the extent that amounts are so withheld by Surviving Corporation, Cephalon or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of CIMA Common Stock or the holder of CIMA Stock Options or any other equity rights in CIMA, as applicable, in each case, in respect of which such deduction and withholding was made by Surviving Corporation, Cephalon or the Exchange Agent, as the case may be.

  • Each of Surviving Corporation, Cephalon and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of CIMA Common Stock or any holder of CIMA Stock Options or any other equity rights in CIMA, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the Treasury Regulations or any provision of state, local or foreign Tax Law.

  • The stock transfer books of aaiPharma and CIMA shall be closed immediately upon the Effective Time; and thereafter, there shall be no further registration of transfers of shares of aaiPharma Common Stock or CIMA Common Stock outstanding as of the Effective Time on the records of aaiPharma or CIMA, as the case may be.

Related to CIMA Common Stock

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

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

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

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • 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.

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

  • Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.

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

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

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

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

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

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then outstanding Common Stock Equivalents.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.

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

  • Target Common Stock means the common stock, $.0001 par value per share, of Target.

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

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

  • Class B Common Shares means shares of the Class B Common Stock, par value $.01 per share, of the Company.