Examples of Clover Common Stock in a sentence
As of the Effective Time, Clover shall have prepared and filed with the SEC a registration statement on Form S-8 (or another appropriate form) registering under the Exchange Act the offering of a number of shares of Clover Common Stock at a minimum equal to the number of shares subject to the Clover RSUs and Clover Stock Options.
Shareholder consents to Moon publishing and disclosing in any filing required under applicable Law, including the filings contemplated by the Merger Agreement, Shareholder’s identity and ownership of Clover Common Stock and the nature of Shareholder’s commitments, arrangements and understandings under this Agreement; provided that Moon shall have consulted with Shareholder with respect to such disclosure prior to making such disclosure.
The Agent shall, pursuant to irrevocable instructions, deliver the Clover Common Stock contemplated to be issued pursuant to Section 3.1 from the shares of Clover Common Stock held in the Distribution Fund.
All shares of Clover Common Stock issued in respect of shares of SpinCo Common Stock (including any cash paid in lieu of fractional shares pursuant to Section 3.3) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of SpinCo Common Stock.
Each share of Clover Common Stock that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding following the Effective Time.
The aggregate amount of cash paid or distributed to Clover shareholders in exchange for shares of Clover Common Stock in connection with the Merger, whether by reason of exercise of statutory dissenters’ rights, payments in lieu of fractional shares, or payments for shares of Clover Common Stock exchanged and canceled in the Merger, will not exceed the value of CART Common Stock issued to Clover shareholders in the Merger.
Clover’s only outstanding stock (as that term is used in section 368 of the Internal Revenue Code of 1986, as amended (the “ Code”)) as of the Effective Time will be the Clover Common Stock.
As of the date hereof, other than 11,916,155 shares of Clover Common Stock reserved for issuance under the Clover Stock Plans, Clover has no shares of Clover Common Stock reserved for issuance.
Upon any issuance of any shares of Clover Common Stock in accordance with the terms of the Clover Stock Plans, such shares of Clover Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens.
Until surrendered for exchange in accordance with the provisions of Section 3.3, each Certificate theretofore representing shares of Clover Common Stock (other than Certificates representing Extinguished Shares and Dissenter Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Purchase Price, without interest, as provided in this Article 3.