Examples of Helios Common Stock in a sentence
The authorized capital stock of Helios consists of (i) 100,000,000 shares of Helios Common Stock, 7,071,799 of which are issued and outstanding as of the date of this Agreement, and (ii) 2,000,000 shares of preferred stock, par value $0.01 per share, of Helios, none of which are issued and outstanding as of the date of this Agreement.
Helios has not issued any capital stock since its most recently filed periodic report under the Exchange Act (as defined below), other than pursuant to the exercise of employee stock options under Helios’ stock option plans, the issuance of shares of Helios Common Stock to employees pursuant to Helios’ employee stock purchase plans and pursuant to the conversion and/or exercise of Helios Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act.
To the extent permitted by Law, former shareholders of record of the Company shall be entitled to vote after the Effective Time at any meeting of Helios shareholders the number of whole shares of Helios Common Stock into which their respective shares of Company Common Stock are converted, regardless of whether such holders have exchanged their Company Certificates or Book-Entry Shares for shares of Helios Common Stock in accordance with the provisions of this Agreement.
As of the execution of this Agreement, (i) 2,330,399 shares of Helios Common Stock were issued and outstanding, and (ii) zero (0) shares of Helios Common Stock were held by Helios in its treasury, and (iii) zero (0) shares of Helios preferred stock were issued and outstanding.
The NASDAQ Approval shall have been obtained, and the shares of Helios Common Stock to be issued in the Merger and issuable pursuant to the Capital Raising Transaction shall have been approved for quotation or listing, as the case may be, on NASDAQ (or any successor inter-dealer quotation system or stock exchange thereto) subject to official notice of issuance.
Until any termination of this Agreement in accordance with its terms, Stockholder shall promptly notify MoviePass of the number of shares of Helios Common Stock, if any, as to which Stockholder acquires record or beneficial ownership after the date hereof.
The Company and Helios agree to cooperate in good faith to amend this Agreement prior to the conclusion of the Due Diligence Review Period to adjust the Exchange Ratio if and to the extent needed for the conversion of Company Common Stock to Helios Common Stock hereunder to remain consistent with the Post-Merger Capitalization and the preceding sentence.
Stockholder consents to MoviePass publishing and disclosing Stockholder’s identity and ownership of Helios Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, but in each case only as may be required by applicable law.
No further approval or authorization of any stockholder of Helios, the Helios Board of Directors or others is required for the issuance of Helios Common Stock under this Agreement.
As promptly as reasonably practicable following the date hereof, the Company shall file, at its expense, an initial listing application, together with all applicable supporting documentation, with NASDAQ and shall otherwise use its reasonable best efforts to obtain the listing and admission for trading at or prior to the Effective Time of the Helios Common Stock on a post-Merger basis, including, for the avoidance of doubt, the Helios Common Stock issued as Merger Consideration, on NASDAQ.