Examples of Parent Common Stock Consideration in a sentence
Notwithstanding anything to the contrary contained in this Agreement, 20% of the Aggregate Merger Consideration (consisting of ratable portions of the Parent Common Stock Consideration and Parent Preferred Stock Consideration) (the “Holdback Shares”) shall be held back and not immediately issued by Parent at the Closing until such time as the BVBA Reorganization, as defined in Section 5.6 below, shall have been completed on or prior to March 31, 2016.
Automated Quotation System ("NASDAQ") each trading day during the period commencing July 1, 1997 and ending the day which is two business days prior to the Effective Time in order to determine, subject to Sections 2.01(b) and (c) below, the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock, Series C Stock and Series E Stock shall be converted in the Merger (the "Aggregate Parent Common Stock Consideration").
Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares held in the treasury of the Company, which are being canceled as provided in paragraph (c) below) are being converted into the right to receive 582.2371 shares of Parent Common Stock, which represents the quotient obtained by dividing the number of outstanding shares of Company Common Stock by the Aggregate Parent Common Stock Consideration.
Each of the Company Members shall have delivered to Parent customary investor representation letters in a form acceptable to Parent necessary to issue the Parent Common Stock Consideration in compliance with applicable securities laws (the “Investor Representation Letters”).
The issuance of the shares of Parent Common Stock to be issued hereunder as part of the Parent Common Stock Consideration has been duly authorized by all necessary corporate action on the part of Parent and Buyer, and such shares will, when issued as contemplated by this Agreement, be validly issued, fully paid and non-assessable.
The Parent Common Stock Consideration equals 19.9% of the shares of Parent Common Stock outstanding immediately prior to the Closing.
If any holder of Dissenting Shares shall have so failed to perfect or has effectively withdrawn or lost such holder’s right to dissent from the Mergers after the Election Deadline, each of such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the First Step Effective Time, the right to receive the Parent Common Stock Consideration or the Cash Consideration, or a combination thereof, as determined pursuant to the terms of this Agreement.
Each officer shall take office by the first day of January next following the annual meeting and shall continue in office until his successor is elected.
Justice Rehnquist delivered the majority opinion in which Justices O’Connor, Scalia, Kennedy, and Thomas joined.
For the avoidance of doubt, in no event shall Parent issue Parent Common Stock Payment Shares in excess of the Parent Common Stock Consideration Cap, and the Parent Preferred Stock Payment Shares shall only be converted after the Required Parent Stockholder Vote is obtained and such other requirements set forth in the Certificate of Designation are satisfied.