CSC Shares definition
Examples of CSC Shares in a sentence
In exchange for the consideration specified in Section 1.2, and upon the terms and subject to the conditions provided for in this Agreement, on the date of the "Closing" (as defined in Section 2.1) Sellers will sell to Purchaser, and Purchaser will purchase from Sellers, all of the CSC Shares.
The entire authorized capital stock of CSC consists of 1,000 CSC Shares, $1.00 par value, of which 1,000 CSC Shares are issued and outstanding and no CSC Shares are held in treasury.
All of the issued and outstanding CSC Shares have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record by the stockholders as set forth in Section III (2) of the Disclosure Schedule.
Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary.
In no event, however, will any holder of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt.
After the close of business on the Closing Date, transfers of CSC Shares outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation.
The purchase price (the "Purchase Price") payable in consideration for the CSC Shares shall be the sum of Eighty-Nine Million Two Hundred Fifty-Three Thousand Dollars ($89,253,000) plus the amount of the outstanding principal on the "Van ▇▇▇▇▇ Note" (as defined in Section 3.6).
To Purchaser's knowledge, there are no facts which would, as a matter of law, disqualify Purchaser from acquiring the CSC Shares or making changes in the ownership, control, directors, officers or management of the CSC Companies as contemplated by this Agreement.
Within one hundred and eighty days of the Closing, Vianet will file with the SEC such documentation as is necessary to request the registration under the Securities Act of the Vianet Shares issued and issuable in exchange for the CSC Shares (the "Registration").