Napa Common Stock definition

Napa Common Stock means the common stock, $5.00 par value per share, of Napa.
Sample 1

Examples of Napa Common Stock in a sentence

  • Holders of not in excess of 10% of the outstanding shares of Napa Common Stock shall have duly exercised their dissenters’ rights under the provisions of Section 214a of the NBA.

  • In the event a Certificate is surrendered representing Napa Common Stock, the transfer of ownership which is not registered in the transfer records of Napa, the consideration provided herein will be paid if the Certificate representing such Napa Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

  • Prior to the Effective Time, Napa shall cooperate with Parent and use reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws to enable the delisting of the shares of Napa Common Stock concurrent with the Effective Time.

  • Former shareholders of record of Napa who are to receive shares of Parent Common Stock pursuant to the provisions hereof shall be entitled to vote after the Effective Time at any meeting of Parent shareholders the number of whole shares of Parent Common Stock into which their respective shares of Napa Common Stock are converted, regardless of whether such holders have exchanged their Certificates for certificates representing Parent Common Stock in accordance with the provisions of this Agreement.

  • Except as set forth in the preceding sentence, as of the date hereof, there are no shares of Napa Common Stock authorized and reserved for issuance, Napa does not have any other Rights issued or outstanding with respect to Napa Common Stock, and Napa does not have any commitment to authorize, issue or sell any Napa Common Stock or Rights, except pursuant to this Agreement.

  • Upon surrender of such certificates representing Napa Common Stock, the holder thereof shall be paid, without interest, any dividends or other distributions with respect to the Westamerica Common Stock as to which the record date and payment date occurred on or after the Effective Date and on or before the date of surrender.

  • Parent shall direct the Exchange Agent to mail not more than three (3) Business Days after the Effective Time to each holder of record of a certificate or certificates of Napa Common Stock (the “Certificates”): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of the Certificates.

  • Notwithstanding anything to the contrary set forth herein, if any holder of shares of Napa Common Stock should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof, in the discretion of Parent, such bond in form and substance and with surety reasonably satisfactory to Parent and thereafter shall be entitled to receive the consideration provided herein.

  • Each share of Napa Common Stock, excluding Treasury Shares and shares of Napa Common Stock which are dissenting shares within the meaning of Section 214a of the NBA at the Effective Time (“Dissenting Shares”), issued and outstanding immediately prior to the Effective Time (each, a “Share” and, collectively, “Shares”), shall become and be converted into the right to receive shares of Parent Common Stock in accordance with the Exchange Ratio ( “Merger Consideration”).

  • The proposal was made after consultations with national and regional members.

Related to Napa Common Stock

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

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

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

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

  • Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.

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

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

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.

  • Target Common Stock means the common stock, $.0001 par value per share, of Target.

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

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then outstanding Common Stock Equivalents.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

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

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

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

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

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

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

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

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