Surviving Company Common Stock definition

Surviving Company Common Stock has the meaning set forth in Section 2.1(d)(i).
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Surviving Company Common Stock means the common stock, par value $.01 per share, of the Surviving Company.
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Surviving Company Common Stock has the meaning set forth in Section 2.1(b)(vi).
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Examples of Surviving Company Common Stock in a sentence

  • On the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof, each share of Company Common Stock shall cease to exist and shall be changed and converted into one fully paid and non-assessable share of the Surviving Company Common Stock.

  • On and after the Effective Date, all of the outstanding certificates which prior to that time represented shares of Company Common Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of the Surviving Company Common Stock into which the shares of the Company represented by such certificates have been converted as herein provided.

  • The Company will use its commercially reasonable efforts to take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the Surviving Company Common Stock pursuant hereto, at the sole cost and expense of VidRev prior to the Effective Time, and the Surviving Company, thereafter.

  • The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and the issuance of the Surviving Company Common Stock in accordance with the terms hereof, have been duly authorized by all necessary corporate action on the part of the Company, subject only to the filing of the Certificate of Merger.

  • We implemented Virtual Overlays using the structured overlays Chord and Kademlia.

  • Rowe Price Equity Income Fund” and its respective separate classes, converted into one share of Surviving Company Common Stock designated respectively as the “T.

  • Surviving Company shall use all reasonable efforts to cause the shares of Surviving Company Common Stock to be issued in the Sale and issued to holders of Seller Stock Options to be approved for listing on NASDAQ, subject to official notice of issuance, as soon as practicable and in any event prior to the Closing Date.

  • The Company and Seller hereby disclaim any other express or implied, written or oral, representations or warranties with respect to the Company, any Company Subsidiary, the businesses and assets of the Company and the Company Subsidiaries, the Surviving Company Common Stock and the transactions contemplated by this Agreement or any transactions contemplated by any certificate, instrument or document delivered pursuant hereto.

  • No dividends or other distributions declared or made after the Effective Time with respect to Surviving Company Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Surviving Company Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate.

  • All shares of Surviving Company Common Stock issued upon the surrender for exchange of Company Stock in accordance with the terms of this Article II (including any cash paid in respect thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Stock under this Article II, and there shall be no further registration of transfers on the records of the Surviving Company of shares of Company Stock which were outstanding immediately prior to the Effective Time.


More Definitions of Surviving Company Common Stock

Surviving Company Common Stock has the meaning assigned to such term in Section 4.3(a).
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Surviving Company Common Stock has the meaning specified in the Recitals.
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Surviving Company Common Stock means the 10,000 authorized shares of common stock of Surviving Company, no par value.
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Surviving Company Common Stock means the common stock, par value $0.001 per share, of the Surviving Company. “Taxes” means (i) any and all federal, state, local, foreign, provincial, territorial and other income, franchise, gross receipts,premium, windfall or other profits, property, transfer, registration, stamp, license, sales, use, capital gains, capital stock, payroll, occupation, employment, social security, workers’ compensation, unemployment compensation, disability, severance, net worth, excise, customs, ad valorem, value added, unclaimed property and escheat obligations, alternative or add-on minimum withholding and other assessments, charges, duties, fees, levies or other governmental charges in the nature of a tax, whether imposed directly or through withholding by any Taxing Authority, including all estimated taxes, deficiency assessments, additions to tax, penalties and interest with respect thereto, and (ii) any successor or transferee liability or any liability that arises by reason of being a member of a consolidated, combined or unitary group, in each case, in respect of any items described in clause (i) above.
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Related to Surviving Company Common Stock

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

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

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

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

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

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

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

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

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

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

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

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

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • 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;

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

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

  • 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 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).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Parent Class B Common Stock means the Class B 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.

  • Company Stock Fund means a hypothetical investment fund pursuant to which Deferred Stock Units are credited with respect to a portion of an Award subject to an Election, and thereafter until (i) the date of distribution or (ii) the effective date of a Diversification Election, to the extent a Diversification Election applies to such Deferred Stock Units, as applicable. The portion of a Grantee’s Account deemed invested in the Company Stock Fund shall be treated as if such portion of the Account were invested in hypothetical shares of Common Stock or Special Common Stock otherwise deliverable as Shares upon the Vesting Date associated with Restricted Stock or Restricted Stock Units, and all dividends and other distributions paid with respect to Common Stock or Special Common Stock were held uninvested in cash and credited with interest at the Applicable Interest Rate as of the next succeeding December 31 (to the extent the Account continues to be deemed credited in the form of Deferred Stock Units through such December 31).

  • 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.

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