First Common Stock definition

First Common Stock means the maximum number of shares of Common Stock issuable at the First Closing to Purchaser in compliance with any and all Laws and without the requirement for the prior receipt of the Stockholder Approval under the listing requirements of the Nasdaq Global Market, assuming that Warrants to purchase an equal number of shares of Common Stock are also issued to Purchaser at the First Closing.
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Examples of First Common Stock in a sentence

  • Such payments shall be made on the same dates and over the same period of time during which vesting would have continued had the JORP not been terminated, with the amount of each payment equal to the number of shares of Frankfort First Common Stock that would have vested on such date multiplied by the Cash Value, provided the participant continues to be an employee of the Bank or an Affiliate on the date the payment is to be made.

  • Except as described in the Frankfort First Disclosure Schedule, there are no obligations, contingent or otherwise, of Frankfort First or the Bank to repurchase, redeem or otherwise acquire any shares of Frankfort First Common Stock or the capital stock of the Bank or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Bank or any other entity.

  • No greater than 10% of the outstanding shares of Frankfort First Common Stock entitled to vote at the Frankfort First Special Meeting as is contemplated in Section 2.13 herein shall have delivered the written notice of intent to demand payment pursuant to Section 262 of the DGCL.

  • Elections shall be made by holders of Frankfort First Common Stock by mailing to the Exchange Agent a Form of Election.

  • From and after the Effective Time, the holders of Frankfort First Certificates outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Frankfort First Common Stock except as otherwise provided in this Agreement or by Law.

  • All shares of Frankfort First Common Stock subject to issuance as described in the foregoing, upon issue on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and will not be issued in violation of any preemptive right of any Frankfort First Shareholder.

  • Shareholders who are not Representatives must make a single election for all shares of Frankfort First Common Stock held by them.

  • The Exchange Agent shall also make all computations contemplated by this Section 2.8 of this Agreement and all such computations shall be conclusive and binding on the holders of Frankfort First Common Stock absent manifest error in any such computation.

  • The affirmative vote of the holders of a majority of the outstanding shares of Frankfort First Common Stock is the only vote of the holders of any class or series of capital stock or other securities of Frankfort First necessary to approve the Merger, this Agreement and the transactions contemplated by this Agreement.

  • All shares of SHC Common Stock issued and cash paid upon conversion of the Frankfort First Common Stock in accordance with the terms of this Agreement shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the Frankfort First Common Stock.

Related to First Common Stock

  • 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.

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

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

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

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

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

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

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

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

  • Target Common Stock means the common stock, $.0001 par value per share, of Target.

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

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

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

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

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

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

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

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

  • Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

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

  • Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

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