DC Shares definition
Examples of DC Shares in a sentence
The "Earnout Exchange Ratio" shall be the quotient obtained by dividing (i) the Earnout Market Value by the number of DC Shares outstanding as of the date hereof, by (ii) the Earnout Share Price.
Any DC Shares which remain undirected pursuant to the foregoing provisions shall be voted for, against or to abstain in the same proportions as the DC Shares for which the Trustee is directed as provided above.
None of the outstanding DC Shares are subject to any forfeiture or similar restriction in connection with the termination of employment of any holder thereof with DC.
To the extent that amounts are so withheld by the Surviving Corporation, HSA or the Transfer Agent, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the DC Shares in respect to which such deduction and withholding was made by the Surviving Corporation or HSA, as the case may be.
FDVI and American D&C understand and agree that the consummation of this Agreement including the issuance of the FDVI common stock to the American D&C Shareholders in exchange for the American D&C Shares as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes.
The Persons listed on Section 9.2 of the Disclosure Schedule shall agree, pursuant to a voting agreement substantially in the form of the voting agreement attached hereto as Exhibit E (the "Voting Agreement"), to vote all of their DC Shares to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger and all the transactions contemplated hereby, and against any Acquisition Transaction.
There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the DC Shares.
All of the issued and outstanding DC Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the Shareholders as set forth in Section 7.2 of the Disclosure Schedule.
In lieu of any fractional shares of HSA Common Stock, there shall be paid to the holder of DC Shares who otherwise would be entitled to receive a fractional share of HSA Common Stock an amount of cash (without interest) determined by multiplying such fraction by the Base Exchange Ratio or the Earnout Exchange Ratio, as the case may be.
Each of the Surviving Corporation and HSA shall be entitled, or shall be entitled to cause the Transfer Agent, to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of DC Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of a Tax law.