Jazz Common Stock definition

Jazz Common Stock means the common stock, par value $0.0001 per share, of Jazz.
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Examples of Jazz Common Stock in a sentence

  • Each share of Jazz Common Stock issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall be canceled and automatically converted into and become the right to receive one Azur Ordinary Share (collectively, the “Merger Consideration”).

  • Each share of Jazz Common Stock held in treasury immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no distribution shall be made with respect thereto.

  • After the Effective Time, the stock transfer books of Jazz shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Jazz Common Stock which were outstanding immediately prior to the Effective Time.

  • The affirmative vote of holders of a majority of the voting power of the shares of Jazz Common Stock outstanding on the applicable record date is the only vote of the holders of any class of capital stock of Jazz necessary to approve the Merger (the “Required Jazz Vote”).

  • Azur and the Exchange Agent shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement to any Person who was a holder of Jazz Common Stock immediately prior to the Effective Time such amounts as Azur or the Exchange Agent may be required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or non-U.S. Tax law.

  • During the Pre-Closing Period, Azur shall not, and shall cause each of its Affiliates not to, directly or indirectly, alone or in concert with any other Person, acquire, offer to acquire or agree to acquire beneficial ownership of any shares of Jazz Common Stock.

  • At or prior to the Effective Time, Azur shall issue to the Exchange Agent, in trust for the benefit of the holders of shares of Jazz Common Stock immediately prior to the Effective Time, certificates representing the Azur Ordinary Shares issued pursuant to Section 2.7(a) (or appropriate alternative arrangements satisfactory to Jazz (acting in its sole discretion) shall be made by Azur if uncertificated Azur Ordinary Shares will be issued).

  • All Azur Ordinary Shares transferred upon the surrender for exchange of Jazz Certificates and Jazz Book Entry Shares (as applicable) in accordance with the terms of this Article II shall be deemed to have been transferred in full satisfaction of all rights pertaining to the shares of Jazz Common Stock previously represented by such Jazz Certificates or Jazz Book Entry Shares (as applicable).

  • Immediately prior to the effective time of the Merger, (i) LVP and LCA were beneficial owners of 2,884,057 shares of Common Stock and warrants to purchase 947,867 shares of Jazz Common Stock, and (ii) Patrick G.

Related to Jazz Common Stock

  • 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.

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

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

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

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

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

  • 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.

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

  • 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.

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

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then outstanding Common Stock Equivalents.

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

  • 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.

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

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

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

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

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

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

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

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

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

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

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

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