Examples of Company Closing Shares in a sentence
To the extent that any amounts are so withheld by Parent, the Surviving Corporation 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 Company Closing Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Exchange Agent, as the case may be, and, with respect to any such withholdings that are compensation, shall not be treated as a dividend.
Immediately prior to the Purchase Option Closing Date, the Company shall have sufficient authorized but unissued, freely transferable and nonassessable Company Common Stock or Alternate Closing Securities, as applicable, available, to satisfy its obligation to deliver the Company Closing Shares or Alternate Closing Securities, as applicable.
The value per share of the Company Closing Shares as of the date hereof has been determined by the Parties to equal $2.08 (the Company Common Stock Valuation).
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The value per share of the Company Closing Shares as of the date hereof has been determined by the Parties to equal $2.08 (the “Company Common Stock Valuation”).
Each of Parent, the Surviving Corporation and the Exchange Agent shall be entitled to and will deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Closing Shares such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law, including any required withholding of excise taxes under Section 4999 of the Code.