RTC Stock definition
Examples of RTC Stock in a sentence
Other than the 1,000 shares of RTC Common Stock, no additional shares of RTC Stock will be issued between the date of this Agreement and the Effective Time.
In the event of a transfer of ownership of shares of RTC Stock that is not registered in the transfer records of a RTC, a certificate representing the proper number of shares of AE Stock may be issued to a transferee if the Certificate representing such shares of RTC Stock is presented to the Escrow Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.
All such shares of RTC Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Article 4 hereof, certificates evidencing such number of shares of AE Stock, respectively, into which such shares of RTC Stock were converted.
Promptly at the Effective Time, AE shall make available to the Escrow Agent for exchange in accordance with this Article 4, the AE Earnout Shares (such shares of AE Stock, are hereinafter referred to as the “Earnout Share Fund”) issuable pursuant to Article 3 in exchange for outstanding shares of RTC Stock.
Notwithstanding anything to the contrary in this Article 4, neither the Escrow Agent, AE, RTC, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of AE Stock or RTC Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
All shares of AE Stock issued in accordance with the terms shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of RTC Stock.
Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of AE Stock into which such shares of RTC Stock shall have been so converted and any dividends or distributions payable pursuant to Section 4(d).
RTC has never issued any options, warrants or securities other than the RTC Stock.
Each of the Escrow Agent and AE as the Surviving Corporation 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 RTC 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 law or under any other applicable Legal Requirement.
There shall be no further registration of transfers on the records of the Surviving Corporation of shares of RTC Stock that were outstanding immediately prior to the Effective Time.