Domesticated Acquiror Common Stock definition

Domesticated Acquiror Common Stock has the meaning specified in the Recitals hereto.
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Domesticated Acquiror Common Stock means, after the Domestication, the common stock of Acquiror, par value $0.0001 per share.
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Domesticated Acquiror Common Stock means the Domesticated Acquiror Class A Common Stock and Domesticated Acquiror Class B Common Stock.
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Examples of Domesticated Acquiror Common Stock in a sentence

  • Notwithstanding the foregoing, if the last sale price of the Domesticated Acquiror Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after the completion of the Mergers, the Restricted Securities will be released from the lock-up.

  • The shares of Domesticated Acquiror Common Stock shall be listed on the Nasdaq Capital Market, or another national securities exchange mutually agreed to by the parties, as of the Closing Date.

  • Effective as of the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall automatically be assumed and converted into an option to purchase a number of shares of Domesticated Acquiror Common Stock as determined under Section 3.1(e) of the Merger Agreement (such option, an “Assumed Option”).

  • If any shares of Company Common Stock outstanding immediately prior to the First Effective Time are Company Restricted Shares then the number of shares of Domesticated Acquiror Common Stock issued pursuant to Section 3.02(a) in exchange for such Company Restricted Shares will be subject to the same terms and conditions as were applicable to such Company Restricted Shares immediately prior to the First Effective Time (including with respect to vesting and termination-related provisions).

  • In lieu of any fractional share of Domesticated Acquiror Common Stock to which any holder of Company Common Stock would otherwise be entitled, the Exchange Agent shall round up or down to the nearest whole share of Domesticated Acquiror Common Stock with a fraction of 0.5 rounded up.

  • Acquiror will use its reasonable best efforts to cause the Domesticated Acquiror Common Stock issued in connection with the Transactions (including the shares of Domesticated Acquiror Common Stock to be issued in connection with the Domestication) and the Domesticated Acquiror Warrants to be approved for listing on the Nasdaq Capital Market at the Closing.

  • None of the Exchange Agent, Acquiror, the Surviving Entity or the Surviving Corporation shall be liable to any holder of Company Stock (including shares of Company Common Stock resulting from the conversion of Company Preferred Stock described in Section 3.1(a) for any Domesticated Acquiror Common Stock (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 3.2.

  • The Per Share Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Class A Common Stock, Acquiror Class B Common Stock and/or Domesticated Acquiror Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Each Assumed Warrant shall be exercisable solely for shares of Domesticated Acquiror Common Stock at an exercise price equal to (1) the per share exercise price for the shares of Company Common Stock subject to the applicable Company Warrant, as in effect immediately prior to the Effective Time, divided by (2) the Stock Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent.

  • No certificates or scrip or shares representing fractional shares of Domesticated Acquiror Common Stock shall be issued upon the exchange of Company Common Stock and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Acquiror or a holder of shares of Domesticated Acquiror Common Stock.

Related to Domesticated Acquiror Common Stock

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Seller Common Stock means the common stock, par value $0.01 per share, of Seller.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Borrower Common Stock means the common stock of the Borrower.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • Capital stock tax means a tax measured in any way by the capital of a corporation considered in its entirety.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Capital Stock Sale Proceeds means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or the Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;