Merger Partner Capital Stock definition

Merger Partner Capital Stock means Merger Partner Common Stock and Merger Partner Preferred Stock, collectively.
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Merger Partner Capital Stock means Merger Partner Common Stock and Merger Partner Preferred Stock,collectively.
Sample 1

Examples of Merger Partner Capital Stock in a sentence

  • All outstanding shares of Merger Partner Capital Stock have been offered, issued and sold by Merger Partner in compliance with all applicable federal and state securities laws.

  • On or prior to the Closing, Merger Partner shall deliver to Public Company a properly executed certification that shares of Merger Partner Capital Stock are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which shall be filed by Public Company with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations.

  • There are no obligations, contingent or otherwise, of Merger Partner or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Merger Partner Capital Stock.

  • Merger Partner shall not, except with the prior written consent of Public Company (which consent will not be unreasonably withheld, conditioned or delayed) or where required by applicable law, make any payment with respect to any demands for appraisal of Merger Partner Capital Stock or settle or offer to settle any such demands.

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Related to Merger Partner Capital Stock

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Parent Capital Stock means the Parent Common Stock and Parent Preferred Stock.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Holdco has the meaning set forth in the Preamble.

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

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

  • Capital stock tax means a tax measured in any way by the capital of a corporation considered in its entirety.

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

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • Parent Common Shares means the common shares of the Parent;

  • Capital Stock means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner) and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Redeemable Capital Stock means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity.

  • Blocker has the meaning set forth in the preamble.

  • Common Shareholders means the holders of the Common Shares.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

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

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Preferred Shareholders means the holders of Preferred Shares.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Parent Ordinary Shares means the Ordinary Shares, nominal value NIS 0.0175 per share, of Parent.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

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

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.