Merger Security definition

Merger Security means any Common Share, Convertible Security, exchange right, call option, contractual right or obligation or other instrument of, or in respect of, the Company issuable in connection with an MSO Merger.
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Merger Security has the meaning set forth in Section 2.1(a).
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Examples of Merger Security in a sentence

  • After the Effective Time of the Merger, Security National Life agrees that it shall cause SSLIC to give those persons who were SSLIC' s officers, directors, attorneys, and accountants immediately prior to the Closing reasonable access to the records of SSLIC in connection with any litigation that may arise under this Agreement or any requirements of law or government regulations which may be applicable.

  • The Merger Security Consideration will be acquired for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein in violation of the securities laws.

  • On the Closing Date, the Parent shall issue and deliver the Merger Security Consideration to each AI Owner in electronic book-entry form through the Parent’s transfer agent in accordance with the terms and conditions of this Agreement in such amount as set forth opposite each AI Owner’s name on Exhibit A to this Agreement.

  • The Merger Security Consideration to be issued hereunder has been duly authorized for issuance and, upon such issuance, will be validly issued, fully paid and nonassessable.

  • For purposes of this Section 10(b), "Merger Security Value" shall mean the closing price, if traded on a stock exchange, or 9 Mr. Roger J.

  • Klatt March 10, 1997 Page 9 the average bid and asked prices if traded in the over-the-counter market, of the Merger Security on the first day on which the Merger Security could have been sold by you on such exchange or in the over-the-counter market, as the case may be, in a regular broker's transaction, multiplied by the number of Merger Securities (or fraction thereof) for which each Share was exchangeable or into which each Share was convertible.

  • At the Effective Time of the Merger, Security Acquisition will be merged with ------------------------------------------- and into Bancorp pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL.

  • The Independent Committee and the Board were aware of these interests and potential conflicts and considered them in addition to the other matters described under "Special factors - Determinations of the Independent Committee and the Board; Fairness of the Merger." For information concerning such benefits, see "Special Factors -- Interests of Certain Persons in the Merger." Security Ownership of Certain Beneficial Owners and Management.

  • For purposes of this Section 10(b), "Merger Security Value" shall mean the closing price, if traded on a stock exchange, or the average bid and asked prices if traded in the over-the-counter market, of the Merger Security 9 Mr. William P.

  • Reid March 10, 1997 Page 9 on the first day on which the Merger Security could have been sold by you on such exchange or in the over-the-counter market, as the case may be, in a regular broker's transaction, multiplied by the number of Merger Securities (or fraction thereof) for which each Share was exchangeable or into which each Share was convertible.

Related to Merger Security

  • Cyber security means the condition in which road vehicles and their functions are protected from cyber threats to electrical or electronic components.

  • Tender Security means the security required to be submitted by the Tenderer with its Tender Offer.

  • Other Security means any security acceptable to the commissioner other than security meeting the definition of Primary Security.

  • Company Security means any class or series of equity or voting interest in the Company (but excluding any options, rights, warrants and appreciation rights relating to an equity or voting interest in the Company), including Common Shares and the Voting Share.

  • Purchaser Securities means the Purchaser Shares, Purchaser Rights, Purchaser Units, Purchaser Warrants, collectively.

  • exchangeable security means a security of an issuer that is exchangeable for, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a security of another issuer;

  • Other Securities refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.

  • Corporation Security or “Corporation Securities” means (i) Common Shares, (ii) shares of preferred stock issued by the Corporation (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation §§ 1.382-2T(h)(4)(v)) and 1.382-4 to purchase Securities of the Corporation, and (iv) any Shares.

  • Book-Entry Preferred Security means a Preferred Security, the ownership and transfers of which shall be made through book entries by a Depositary.

  • Similar Security means a reference bond or reference bonds issued by the same issuer as the Reference Security having actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Stock Certificate shall have the meaning set forth in Section 1.6.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Global Preferred Security means a Preferred Securities Certificate evidencing ownership of Book-Entry Preferred Securities.

  • Clearing Corporation Security means securities which are in the custody of or maintained on the books of a Clearing Corporation or a nominee subject to the control of a Clearing Corporation and, if they are Certificated Securities in registered form, properly endorsed to or registered in the name of the Clearing Corporation or such nominee.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

  • Other Secured Claim means any Secured Claim other than an Administrative Claim, Secured Tax Claim, DIP Facility Claim, or Prepetition Credit Agreement Claim.

  • Book-Entry Security means any Global Securities bearing the legend specified in Section 202 evidencing all or part of a series of Securities, authenticated and delivered to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee.

  • Company Shares has the meaning set forth in the Recitals.