Merger Shares definition

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

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Merger Shares has the meaning set forth in the Recitals.

Merger Shares means the shares of Common Stock of the Purchaser issued or issuable to the Holders pursuant to the terms of the Merger Agreement.

Examples of Merger Shares in a sentence

If, after the Effective Time, Company Shares Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
As a result, the restrictive legends on certificates for the Merger Shares cannot be removed except in connection with an actual sale meeting the foregoing requirements or pursuant to an effective registration statement.
The Parent will, and the Company undertakes and agrees that it will use its Reasonable Best Efforts to cause the Parent, following the Effective Time, to timely complete all filings with the SEC and individual states required by Regulation D under the Securities Act with respect to the issuance of the Merger Shares and in connection with the Private Placement Offering.
No payment shall be made with respect to any fractional Merger Shares to which the holder would otherwise be entitled, and the number thereof shall be rounded to the nearest whole share, with five tenths (0.5) of a share rounded up.
Each of the Company and the Parent shall use commercially Reasonable Best Efforts to ensure that the issuance of the Merger Shares to Company Stockholders and the deemed offer and sale of shares of Parent Common Stock to Parent’s stockholders prior to the Merger are each exempt from registration under the Securities Act.

More Definitions of Merger Shares

Merger Shares shall have the meaning assigned to it in Section 2.5(b).

Merger Shares has the meaning set forth in Section 1.5.

Merger Shares means shares of common stock into which the relevant Shares are reclassified, converted into or exchanged in connection with an Issuer Merger Event and are (or will be upon the consummation of such Issuer Merger Event) listed for trading on a Designated Exchange and issued by an entity incorporated or organized under the law of the United States or any state thereof.

Merger Shares is defined in the recitals to this Agreement.

Merger Shares means the shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that are not owned directly or indirectly by any Acquired Entity (whether as treasury stock or otherwise).

Merger Shares means shares of common stock into which the relevant Shares are reclassified, converted into or exchanged in connection with an Issuer Merger Event or Issuer Tender to Merger Event, as applicable, and are (or will be upon the consummation of such Issuer Merger Event or Issuer Tender to Merger Event, as applicable) listed for trading on a Designated Exchange and issued by an entity incorporated or organized under the law of the United States or any state thereof.

Merger Shares has the meaning set forth in Section 1.3(a)(ii).