RMT Parent Common Stock definition

RMT Parent Common Stock has the meaning set forth in the Merger Agreement.
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RMT Parent Common Stock means the common stock, par value $0.10 per share, of RMT Parent.
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Examples of RMT Parent Common Stock in a sentence

  • The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to RMT Parent Common Stock held by it from time to time hereunder, except as contemplated by Section 3.01(c).

  • No dividends or other distributions declared after the Merger Effective Time with respect to RMT Parent Common Stock shall be paid with respect to any shares of RMT Parent Common Stock that are not able to be distributed by the Exchange Agent promptly after the Merger Effective Time, whether due to a legal impediment to such distribution or otherwise.

  • In furtherance and without limiting the generality of the foregoing, RMT Parent shall prepare and file with the SEC a registration statement or statements registering a number of shares of RMT Parent Common Stock necessary to fulfill RMT Parent’s obligations under this Section 3.04.

  • The Exchange Agent shall cause the whole shares obtained thereby to be sold on behalf of such holders of shares of Spinco Common Stock who otherwise would be entitled to receive such fractional shares of RMT Parent Common Stock in the Merger, in the open market or otherwise, in each case at then-prevailing market prices, and in no case later than five Business Days after the Merger Effective Time.

  • The Exchange Agent shall cause the whole shares obtained thereby to be sold on behalf of such holders of shares of SpinCo Common Stock who otherwise would be entitled to receive such fractional shares of RMT Parent Common Stock in the Merger, in the open market or otherwise, in each case at then-prevailing market prices, and in no case later than five Business Days after the Merger Effective Time.

  • None of RMT Parent, GPC, SpinCo, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any portion of the Exchange Fund (or dividends or distributions with respect to RMT Parent Common Stock) or any cash delivered to a public official in accordance with any applicable abandoned property, escheat or similar law.

  • All shares of RMT Parent Common Stock issued upon the exchange of SpinCo Common Stock in accordance with the terms of Article II and this Article III (including any cash paid pursuant to Section 3.01(c) or Section 3.01(e)) shall be deemed to have been issued or paid, as the case may be, in full satisfaction of all rights pertaining to the shares of SpinCo Common Stock.

  • The payment of cash in lieu of fractional shares of RMT Parent Common Stock to holders of Spinco Common Stock is solely for the purpose of avoiding the expense and inconvenience to RMT Parent of issuing fractional shares and does not represent separately bargained for consideration.

  • All fractional shares of RMT Parent Common Stock that a holder of shares of SpinCo Common Stock otherwise would be entitled to receive as a result of the Merger shall be aggregated by the Exchange Agent.

  • Prior to the Merger Effective Time, the Parties shall take all steps as may be required to cause any dispositions of SpinCo Common Stock or acquisitions of RMT Parent Common Stock resulting from the Contemplated Transactions by each officer or director who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SpinCo or RMT Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Related to RMT Parent Common Stock

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

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

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

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

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

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

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Parent Equity Plan shall have the meaning set forth in Section 4.6.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

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

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

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

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

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

  • 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.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

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

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

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

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • 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.