CIMA Common Stock definition
Examples of CIMA Common Stock in a sentence
There are no voting trusts, irrevocable proxies or other agreements or understandings to which CIMA is a party or is bound with respect to the voting of any shares of CIMA Common Stock.
The outstanding shares of CIMA Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).
In connection with the CIMA Merger, no Shareholders will receive in exchange for CIMA Common Stock, directly or indirectly, any consideration from Parent or C MergerCo other than Parent Common Stock and cash in lieu of fractional shares thereof.
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.
The fair market value of Parent common stock ("Parent Common Stock") and cash in lieu of fractional shares of Parent Common Stock received by holders of CIMA Common Stock ("Shareholders") will be approximately equal to the fair market value of CIMA Common Stock surrendered in the CIMA Merger.
As a result of the Merger, each share of CIMA Common Stock will be converted into the right to receive $34.00 in cash.
All cash paid upon conversion of shares of CIMA Common Stock in accordance with the terms of Article II and this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of CIMA Common Stock.
Until surrendered as contemplated by this Section 3.03(b), each CIMA Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of CIMA Common Stock formerly represented by such CIMA Certificate 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.
The total cash consideration that will be paid pursuant to the Agreement to the Shareholders instead of issuing fractional Parent Common Stock will not exceed one percent (1%) of the total consideration that will be issued pursuant to the Agreement to the Shareholders in exchange for their CIMA Common Stock.
None of the compensation received by any stockholder-employees of CIMA will be separate consideration for, or allocable to, any of their CIMA Common Stock.