Subject Company Common Stock definition

Subject Company Common Stock means the $1.00 par value common stock of Subject Company.
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Subject Company Common Stock means the shares of Subject Company common stock, par value $0.01 per share.
Sample 1Sample 2

Examples of Subject Company Common Stock in a sentence

  • All of the issued and outstanding shares of Subject Company Common Stock and Subject Company Preferred Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

  • Promptly after the Effective Time, Parent and Subject Company shall cause the exchange agent selected by Parent (the "Exchange Agent") to mail to the former shareholders of Subject Company appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Subject Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent).

  • This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative votes of the holders of Subject Company Common Stock entitled to vote thereon and the Parent Vote Matters shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon.

  • Common Certificates previously representing shares of Subject Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Common Certificates in accordance with Section 2.2 hereof, without any interest thereon.

  • At the Effective Time, the stock transfer books of Subject Company shall be closed as to holders of Subject Company Common Stock immediately prior to the Effective Time and no transfer of Subject Company Common Stock by any such holder shall thereafter be made or recognized.

  • Any other provision of this Agreement notwithstanding, neither Parent nor the Exchange Agent shall be liable to a holder of Subject Company Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property Law.

  • Notwithstanding anything to the contrary contained herein, none of Parent, Subject Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Subject Company Common Stock or Subject Company Preferred for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

  • To the extent required by Section 3.4 of this Agreement, each holder of shares of Subject Company Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Parent Common Stock to which such holder may be otherwise entitled (without interest).

  • Each of the shares of Subject Company Common Stock held by Subject Company, any Subject Company Subsidiary, Parent or any Parent Subsidiary, in each case other than in fiduciary capacity or as a result of debts previously contracted, shall be canceled and retired at the Effective Time and no consideration shall be issued in exchange therefor.

  • Parent shall use its reasonable efforts to list, prior to the Effective Time, on the NYSE, subject to official notice of issuance, the shares of Parent Common Stock to be issued to the holders of Subject Company Common Stock or Subject Company Options pursuant to the Merger, and Parent shall give all notices and make all filings with the NYSE required in connection with the transactions contemplated herein.

Related to Subject Company Common Stock

  • Company Common Shares means the common shares in the capital of the Company.

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

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

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

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

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

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

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

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

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

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

  • 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).

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

  • Common Stock means the common stock 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.

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.

  • 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.

  • Company Stock Option Plans means the Company’s 2000 Employee Stock Option Plan, 1997 Employee Stock Option Plan and 1995 Stock Option Plan, in each case as amended.

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

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

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

  • Company Stock Options means any option to purchase Company Common Stock pursuant to any Company Stock Plans.

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

  • Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.