Examples of CSC Stockholders in a sentence
CSC will use its commercially reasonable efforts to cause the requisite portion of the Registration Statement to be delivered to the CSC Stockholders promptly after the Registration Statement is declared effective by the SEC.
There are no Legal Proceedings pending or, to the Knowledge of CSC, threatened that are reasonably likely to prohibit or restrain the ability of CSC or the CSC Stockholders to perform their obligations under this Agreement or consummate the Transactions.
For this purpose, “Fair Market Value of the Parent Stock” means the volume weighted average of the closing prices of sales of the Parent Common Stock on the last trading date preceding the date on which the Parent Common Stock is delivered to the CSC Stockholders pursuant to this Agreement.
Except as may otherwise be required by Law or requirements of any national securities exchange on which Parent Common Stock is quoted or listed, prior to the Closing, neither CSC, the CSC Representative nor the CSC Stockholders shall issue any press release or otherwise make any public disclosures regarding this Agreement or the Transactions or any dealings between or among the parties in connection with the subject matter hereof without the prior written approval of Parent.
For purposes of this Section 10.11, the CSC Stockholders are deemed to have agreed that any extension or waiver signed by the CSC Representative shall be binding upon and effective against all CSC Stockholders whether or not they have signed such extension or waiver.
Except for the representations and warranties contained in this Article IV (including the exceptions and qualifications thereto in the CSC Disclosure Schedule), none of the CSC Group, the CSC Stockholders or any other Person has made or makes any other express or implied representation or warranty, written or oral, on behalf of the CSC Group, the CSC Stockholders or any other Person.
Except for Xxxxx Xxxxxxx & Co., no Person has acted, directly or indirectly, as a broker, finder or financial advisor for the CSC Group or the CSC Stockholders in connection with the Transactions and no Person is or will be entitled to any fee or commission or like payment in respect thereof.
CSC Stockholders holding not more than 3% of the outstanding shares of CSC Capital Stock (calculated on an as-converted basis) shall have exercised, or have continuing rights to exercise, appraisal rights under the DGCL or CCC with respect to the Mergers.
By execution and delivery of this Agreement, each party hereto and the CSC Stockholders irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever.
Prior to the First Merger Effective Time, on the Closing Date, CSC will distribute to the CSC Stockholders (other than with respect to shares of CSC Common Stock held in treasury of CSC) as of the Record Date all issued and outstanding shares of Computer Sciences GS Common Stock, in accordance with the Distribution Agreement (the “ Distribution ” and together with the Internal Reorganization, the “ Separation ”).