Merger Partner Common Stock definition

Merger Partner Common Stock means the common stock, $.001 par value per share, of Merger Partner.

Merger Partner Common Stock means the common stock, 0 par value, of PG&E Corporation.

Merger Partner Common Stock means the common stock, $0.001 par value per share, of Merger Partner. “Merger Partner Contract” means any Contract (a) to which any member of the Merger Partner Group is a party; (b) by which any member of the Merger Partner Group or any Merger Partner IP or any other asset of any member of the Merger Partner Group is or may become bound or under which any member of the Merger Partner Group has, or may become subject to, any obligation; or (c) under which any member of the Merger Partner Group has or may acquire any right or interest. “Merger Partner Credit Agreement” means that certain Credit Agreement, dated as of August 3, 2021, among Xxxxxx Partner, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent, as amended. “Merger Partner Data” means all confidential data, information and data compilations contained in the Merger Partner IT Systems or any databases of any member of the Merger Partner Group, including Personal Data, that are used by, or necessary to the any member of the Merger Partner Group. “Merger Partner Data Processor” means a natural or legal Person, public authority, agency or other body that Processes Personal Data on behalf of, at the direction of, or while providing services to, the members of the Merger Partner Group. “Merger Partner Disclosure Letter” means the Merger Partner Disclosure Letter that has been prepared by Xxxxxx Partner in accordance with the requirements of Section 9.6 and that has been delivered by Xxxxxx Partner to Remainco concurrently with the execution of this Agreement. “Merger Partner Employee” means any current or former director, officer or employee of any member of the Merger Partner Group. “Merger Partner Equity Award” means each outstanding stock option, restricted stock unit, performance stock unit, or other equity or equity-based award awarded and outstanding under the Merger Partner Equity Plan or otherwise relating to equity interests of Merger Partner. “Merger Partner Equity Plan” means GCA Holdings, Inc.2005 Stock Incentive Plan, the Multimedia Games Holding Company, Inc. 2012 Equity Incentive Plan, and the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan. “Merger Partner Existing Indebtedness” means the Indebtedness evidenced by (a) the Merger Partner Credit Agreement and (b) the Merger Partner Senior Notes. “Merger Partner Group” shall have the meaning set forth in the Separation Agreement. “Merger Partner Information...

Examples of Merger Partner Common Stock in a sentence

• All outstanding rights that Merger Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Merger Partner Common Stock shall be assigned to Public Company in the Merger and shall thereafter be exercisable by Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Exchange Ratio.

• Each of the Exchange Agent, Public Company and the Surviving Corporation shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to any holder of shares of Merger Partner Common Stock and any other recipient of payments hereunder such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of law.

• To the extent that amounts are so withheld and paid to the appropriate taxing authority by the Surviving Corporation or Public Company, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Merger Partner Common Stock or other recipient of payments hereunder in respect of which such deduction and withholding was made by the Surviving Corporation or Public Company, as the case may be.

• The term of payment that is agreed with the Purchaser for each delivery of Goods is crucial for the payment of the purchase price.

• To the extent permitted by applicable law, none of Public Company, Merger Sub, Merger Partner, the Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Merger Partner Common Stock or Public Company Common Stock, as the case may be, for such shares or any cash amounts required to be delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

• Upon surrender of the Carolina Note to Operating Company by Noteholder, all shares of Merger Partner Common Stock deliverable and issued hereunder will be duly authorized, duly and validly issued and outstanding, fully paid and nonassessable, and free from taxes, liens or charges.

• The shares of Merger Partner Common Stock to be issued pursuant to the Merger shall have been approved for listing (subject to notice of issuance) on the NYSE.

• If Noteholder chooses not to convert or exchange the entire amount of principal and accrued interest then outstanding under the Carolina Note, Operating Company will, concurrently with Merger Partner’s delivery of said stock certificate or certificates, deliver to Noteholder a new promissory note of like tenor evidencing the remaining outstanding amount of the Carolina Note not so converted or exchanged for shares of Merger Partner Common Stock.

• All shares of common stock, par value $0.001 per share of Merger Partner (“Merger Partner Common Stock”) that are held in treasury or by any Subsidiary of Merger Partner and any shares of Merger Partner Common Stock owned by Public Company, Merger Sub or any other Subsidiary of Public Company immediately prior to the Effective Time shall be cancelled and shall cease to exist and no stock of Public Company or other consideration shall be delivered in exchange therefor.

• Subject to Section 2.2, each share of Merger Partner Common Stock (including any shares of Merger Partner Common Stock issued in the Financing, including any Excess Financing Shares) (other than shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares) shall be automatically converted into the right to receive a number of shares of common stock, par value $0.001 per share, of Public Company (“Public Company Common Stock”) equal to the Exchange Ratio.

More Definitions of Merger Partner Common Stock

Merger Partner Common Stock shall have the meaning set forth in the Merger Agreement. “Merger Partner Dividend” shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Party” shall have the meaning set forth in the Preamble. “Person” shall have the meaning set forth in the Separation Agreement. “Relevant Leases” means the Leases identified on Schedule 2 attached hereto with respect to which the Consent of the Landlord is required for (a) the assignment to a Spinco Asset Transferee, (b) the assignment to a Remainco Asset Transferee, (c) the sublease or license to a Spinco Asset Transferee or similar agreement with a Spinco Asset Transferee or (d) the sublease or license to a Remainco Asset Transferee or similar agreement with a Remainco Asset Transferee. “Relocating Party” shall have the meaning set forth in Section 5.1. “Remainco” shall have the meaning set forth in the Preamble. “Remainco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Group” shall have the meaning set forth in the Separation Agreement.

Merger Partner Common Stock shall have the meaning set forth in the Merger Agreement. “Merger Partner Employee” shall have the meaning set forth in the Separation Agreement. “Merger Partner Equity Plan” means the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan. “Merger Partner FSA” shall have the meaning set forth in Section 5.1. “Merger Partner Future Benefit Arrangement” means any Benefit Arrangement that Merger Partner or any member of the Merger Partner Group assumes, adopts, establishes or begins sponsoring, maintaining or contributing to on or after the Merger Effective Time. “Merger Partner Group” shall have the meaning set forth in the Separation Agreement.

Merger Partner Common Stock shall have the meaning set forth in the Merger Agreement. “Merger Partner Consolidated Return” means any U.S. federal consolidated Income Tax Return and any consolidated, combined, unitary or similar Income Tax Return required to be filed under state, local or non-U.S. Law that includes any member of the Spinco Group and that is not a Remainco Consolidated Return. A Merger Partner Consolidated Return shall include any U.S. federal consolidated Income Tax Return required to be filed by any member of the Spinco Group as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code), and any consolidated, combined, unitary or similar Income Tax Return required to be filed by any member of the Spinco Group under a similar or analogous provision of state, local or non-U.S. Law. “Merger Partner Dividend” shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Mixed Business Tax Return” means any Tax Return, including any consolidated, combined or unitary Tax Return, that reflects or reports Taxes that relate to at least one Asset or activity that is part of the Remainco Retained Business, on the one hand, and at least one Asset or activity that is part of the Spinco Business, on the other hand. “Non-Controlling Company” shall have the meaning set forth in Section 8.02(b). “Party” shall have the meanings set forth in the Preamble. “Past Practices” shall have the meaning set forth in Section 2.03(a).