Examples of JJI Stock in a sentence
JJI shall have taken (or cause to be taken) all actions necessary to cancel and terminate as of the Effective Time any stock option plan, the Stock Incentive Plans and any other plan or agreement relating to the JJI Stock, Options and Warrants or other equity of JJI (other than this Agreement).
Immediately prior to the Effective Time such consent shall have been obtained from the holders of not less than 87% of the JJI Stock and no other vote, consent or action of the stockholders of JJI will be required by Law, the certificate of incorporation or bylaws of JJI as currently in effect and in effect immediately prior to the Effective Time or otherwise to adopt the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement and approve the Merger.
Each of Parent and Merger Sub has had an opportunity to ask questions of and receive answers from JJI concerning the terms and conditions of this Agreement and to obtain any additional information relating to the JJI Stock and Class B Common Stock Warrants.
At or prior to the Closing, JJI shall provide Parent with a list showing, for each Stockholder, the address of each such Stockholder, holdings of JJI Stock and Class B Common Stock Warrants by each such Stockholder, the percentage of the Merger Consideration applicable to each such Stockholder and such other information as Parent may reasonably request.
JJI shall take all action necessary under its certificate of incorporation and bylaws and the DGCL to, as soon as reasonably practicable after the date of this Agreement, call, give notice of, convene and duly hold a meeting of the holders of JJI Stock or otherwise take action by consent to duly and properly consider, act upon and vote upon the approval of this Agreement and the Merger.
The only action of the stockholders of JJI required to adopt the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement and approve the Merger is the affirmative consent of the holders of a majority of the outstanding JJI Stock, consenting as a single class, as of the date of the consent.
The Biodiversity mitigation measures set out in the approved Report approved January 2019 shall be implemented in full in accordance with the timetable set out in the report, or in the absence of a specific timetable, prior to the development hereby approved being first brought into use and the site shall thereafter be maintained in accordance with the approved mitigation proposals.
Prior to the Effective Time, Parent shall appoint an agent (the “Exchange Agent”) for the purpose of exchanging the Merger Consideration for certificates representing shares of JJI Stock and for agreements representing Class B Common Stock Warrants (collectively, the “Certificates”).
After the Effective Time, there shall be no further registration of transfers of JJI Stock or Class B Common Stock Warrants.
The Merger is intended to be a taxable transaction pursuant to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the parties intend to treat the transaction as a taxable purchase of the JJI Stock and Class B Common Stock Warrants.