SBC Common Stock definition

SBC Common Stock means the $0.10 par value per share common stock of SBC.
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SBC Common Stock means the $0.10 par value per share common stock
Sample 1
SBC Common Stock means the $0.10 par value per share common stock of SBC. “SBC Incentive Plan” shall mean the Seacoast Banking Corporation of Florida 2013 Incentive Plan or the Seacoast Banking Corporation of Florida 2021 Incentive Plan. “SEC” shall mean the United States Securities and Exchange Commission or any successor thereto. “SEC Reports” shall mean all forms, proxy statements, registration statements, reports, schedules, and other documents filed, or required to be filed, by a Party or any of its Subsidiaries with the SEC since December 31, 2017. To the extent the most recent disclosures by a Party in their SEC Reports updates, revises, amends or replaces such prior disclosures, then the most recent disclosures shall prevail. “Seacoast Closing Price” shall mean the average of the VWAP for the twenty (20) Trading Days ending on the Trading Day immediately prior to the Determination Date. “Securities Laws” shall mean the 1933 Act, the 1934 Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the Trust Indenture Act of 1939, each as amended, state securities and “Blue Sky” Laws, including in each case the rules and regulations thereunder. “Subsidiary” or “Subsidiaries” shall have the meaning assigned in Rule 1-02(x) of Regulation S-X of the SEC. “Superior Proposal” means any bona fide, unsolicited, written Acquisition Proposal for at least a majority of the outstanding shares of Company Common Stock on terms that the Board of Directors of the Company concludes in good faith to be more favorable from a financial point of view to its shareholders than the Merger and the other transactions contemplated by this Agreement (including the terms, if any, proposed by Seacoast to amend or modify the terms of the transactions contemplated by this Agreement), (1) after receiving the written advice of its financial advisor (which shall be a nationally recognized investment banking firm, Seacoast acknowledging that Xxxxx Group, LLC is a nationally recognized investment banking firm), (2) after taking into account the likelihood of consummation of such transaction on the terms set forth therein (as compared to, and with due regard for, the terms herein) and (3) after taking into account all legal (with the written advice of outside counsel), financial (including the financing terms of
Sample 1

Examples of SBC Common Stock in a sentence

  • At and after the Effective Time, each share of SBC Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of SBC Common Stock and shall not be affected by the Merger.

  • All of the outstanding shares of SBC Common Stock and all Rights to acquire shares of SBC Common Stock have been issued in compliance in all material respects with all applicable federal and state Securities Laws.

  • None of the outstanding shares of SBC Common Stock have been issued in violation of any preemptive rights of the current or past shareholders of SBC.

  • All shares of SBC Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued pursuant to this Agreement, will be validly and legally issued, fully paid and nonassessable, and will be, at the time of their delivery, free and clear of all Liens and any preemptive or similar rights.

  • All of the outstanding shares of SBC Common Stock are duly and validly issued and outstanding and are fully paid and, except as expressly provided otherwise under applicable Law, non-assessable under the FBCA.

  • SBC shall cause the shares of SBC Common Stock to be issued in the Merger to be approved for listing on NASDAQ, subject to official notice of issuance, prior to the Effective Time.

  • Except as set forth in this Section 3.4(c), Section 3.4(c) of the Seacoast Disclosure Letter and as set forth in SBC’s SEC Reports, as of the date of this Agreement there were no equity securities of SBC outstanding (other than the SBC Common Stock) and no outstanding Rights relating to SBC Common Stock, and no Person has any Contract or any right or privilege (whether preemptive or contractual) capable of becoming a Contract or Right for the purchase, subscription or issuance of any securities of SBC.

  • Prior to that time, there had never been a detection of this chemical in the water.

  • At or immediately prior to the Effective Time, SBC shall deposit, or cause to be deposited, with the Exchange Agent (i) SBC Common Stock issuable pursuant to Section 1.5(a) in book-entry form equal to the Aggregate Merger Consideration (excluding any fractional share consideration), and (ii) cash in immediately available funds in an amount sufficient to pay any fractional share consideration and any dividends under Section 2.1(d).

  • The shares of SBC Common Stock to be issued to the holders of Company Common Stock upon consummation of the Merger shall have been approved for listing on NASDAQ.

Related to SBC Common Stock

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

  • Class C Common Stock means the Class C 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.

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

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

  • 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.

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

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

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

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

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

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

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

  • 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.

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

  • 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.

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

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

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Voting Common Stock means the voting 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.

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

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

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