JR Stock definition
Examples of JR Stock in a sentence
As of the date hereof, no executive officer or director of JR or holder of JR Stock or any of their respective Affiliates is a party to any Contract with or binding upon JR or the JR Subsidiary or any of their respective properties or assets or has any interest in any material property owned by JR or the JR Subsidiary or has engaged in any material transaction with any of the foregoing within the last twelve months, in each case except for Contracts or transactions entered into on arms’ length terms.
All fractional shares of New Holdco Stock that a holder of shares of Dakota Stock or JR Stock would otherwise be entitled to receive as a result of either of the Mergers shall be aggregated and, if a fractional share results from such aggregation, the number of shares of New Holdco Stock that such holder shall be entitled to receive shall be rounded down to the nearest full share.
As of the First Merger Effective Time, the JR Stock issued and outstanding immediately prior to the First Merger Effective Time (other than any Excluded JR Stock and any Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such JR Stock shall cease to have any rights with respect thereto except for the right to receive their allocated portion of the JR Merger Consideration.
JR has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, except that the consummation of the First Merger is subject to obtaining the approval of this this Agreement and the transactions contemplated hereby (including the First Merger) by the holders of a majority of the outstanding JR Stock (such approval, the “JR Stockholder Approval”).
Prior to the Effective Time, each of Dakota and JR shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Dakota Stock or acquisitions of JR Stock resulting from the transactions contemplated by this Agreement by each individual who is or will become subject to such reporting requirements to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Notwithstanding anything in this Agreement to the contrary, no fractional shares of JR Stock shall be issued in the First Merger.
Each party shall give the other prompt notice of any demands received by the first party for appraisal or payment under the Dissenter’s Rights Statutes with respect to any JR Stock or Dakota Stock, as applicable, withdrawals of such demands and any other instruments served pursuant to the Dissenter’s Rights Statutes and shall give the other party the opportunity to participate in all negotiations and proceedings with respect thereto.
Prior to the First Merger Effective Time, JR shall select and appoint a bank or trust company reasonably acceptable to Dakota to act as transfer agent with respect to the shares of JR Stock and as exchange agent (the “Exchange Agent”) to accomplish the deliveries and other actions contemplated by this Section 3.3. JR shall enter into an agreement with the Exchange Agent in a form reasonably acceptable to Dakota and JR.
Each of JR and Dakota shall advise the others, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of shares of JR Stock for offering or sale in any jurisdiction, and each of JR and Dakota shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.
All fractional shares of JR Stock that a holder of shares of Dakota Stock would otherwise be entitled to receive as a result of the First Merger shall be aggregated and, if a fractional share results from such aggregation, the number of shares of JR Stock that such holder shall be entitled to receive shall be rounded down to the nearest full share.