Marathon Share definition
Examples of Marathon Share in a sentence
The shares of Marathon Common Stock issuable in the Marathon Share Issuance shall have been approved for listing on the NYSE, subject to official notice of issuance, and the shares of New Ashland Inc.
The Forms S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and Marathon shall have received any state securities or “blue sky” authorizations necessary to effect the Marathon Share Issuance.
The Forms S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and Marathon shall have received any state securities or "blue sky" authorizations necessary to effect the Marathon Share Issuance.
Where the application of the provisions of this Agreement, including, without limitation, Article 5, would otherwise result in a Beneficiary (or the Trustee, on behalf of the Beneficiary) receiving a fraction of a Marathon Share the Beneficiary (or the Trustee on behalf of the Beneficiary) shall be entitled to receive the nearest whole number of Marathon Shares.
The Marathon Share Exchange shall become effective immediately following the Lux Effective Time (such date and time, the “Nevada Effective Time”) and such date and time specified in the Articles of Exchange.
Following the Nevada Effective Time, none of Holdco nor any of its Subsidiaries shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Marathon Share Exchange to fail to qualify as a “reorganization” within the meaning of Code Section 368(a)(1)(B).
From and after the date of this Agreement and until the Nevada Effective Time, Holdco, Marathon and Uniloc shall use commercially reasonable efforts to cause the Marathon Share Exchange to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Marathon Share Exchange from qualifying, as a “reorganization” within the meaning of Code Section 368(a)(1)(B).
The exercise price per Stillwater Share subject to any Stillwater Replacement Option shall be equal to the quotient of (A) the exercise price per Marathon Share subject to such Marathon Option immediately before the Effective Time divided by (B) the Exchange Ratio.
The board of directors of Marathon has unanimously (a) determined that this Agreement and the Transactions, including the Marathon Share Exchange, are advisable and in the best interests of Marathon and its stockholders, (b) adopted this Agreement and (c) subject to the other terms and conditions of this Agreement, resolved to recommend that the stockholders of Marathon adopt this Agreement.
No “fair price,” “moratorium,” “control share acquisition,” “interested stockholder” or other anti-takeover statute or regulation would restrict, prohibit or otherwise be applicable with respect to this Agreement, the Marathon Share Exchange or any of the other Transactions.