Examples of NPS Common Stock in a sentence
In this regard, Stockholder acknowledges that Enzon and NPS Common Stock are publicly traded and that any Information obtained during the course of its due diligence could be considered to be material non-public information within the meaning of federal and state securities laws.
In addition, Holdco shall make available, as necessary from time to time after the Effective Time as needed, cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.11(d) hereof and any dividends or distributions which holders of shares of NPS Common Stock and Enzon Common Stock may be entitled to pursuant to Section 1.11(e) hereof.
Any such portion of the Exchange Fund remaining unclaimed by holders of shares of NPS Common Stock or Enzon Common Stock immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Legal Requirements, become the property of Holdco, free and clear of any claims or interest of any Person previously entitled thereto.
Each of the Exchange Agent, Holdco and the Surviving Corporations shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of NPS Common Stock or Enzon Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax laws or under any other applicable Legal Requirements.
One of the main limitations in simulation of CDs is that the mica IR and Mössbauer spectra do not contain information concerning occurrence probabilities for Mg-Mg, Al-Mg and Al-Al cation pairs oriented along the b1- and b2-directions.
Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Holdco Common Stock into which such shares of NPS Common Stock or Enzon Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.11(d) hereof and any dividends or distributions payable pursuant to Section 1.11(e) hereof.
Promptly after the Effective Time, Holdco shall deposit with the Exchange Agent, for the benefit of the holders of shares of NPS Common Stock and Enzon Common Stock, for exchange in accordance with the terms of this Article I, certificates representing the shares of Holdco Common Stock issuable pursuant to this Agreement and the Certificates of Merger.
Each share of NPS Common Stock which is, immediately prior to the Effective Time, held in the treasury of NPS, or outstanding and held by Enzon, Holdco, or any direct or indirect wholly owned subsidiary of NPS, Enzon or Holdco, shall be canceled and extinguished without any conversion thereof.
All outstanding shares of NPS Common Stock, all outstanding NPS Options, and all outstanding shares of capital stock of each Subsidiary of NPS have been issued and granted in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable NPS Material Contracts.
The NPS Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into NPS Common Stock), reorganization, recapitalization, reclassification or other like change with respect to NPS Common Stock having a record date on or after the date hereof and prior to the Effective Time.