Valley Common Stock definition

Valley Common Stock and "Exchange Ratio" all having the meanings assigned to them in the Merger Agreement). The "Average Merger Consideration Equivalent" means the average of the Merger Consideration Equivalents during the Measurement Period. The "Discounted Average Merger Consideration Equivalent" means the Average Merger Consideration Equivalent minus $3.06. The "Measurement Period" shall be determined as follows: (a) If there is at least one but less than ten trading days between the date of the Merger Agreement and the date of the Triggering Event (calculated in this paragraph by excluding both the date of the Merger Agreement and the date of the Triggering Event), then the "Measurement Period" is the entire period between the date of the Merger Agreement and the date of the Triggering Event. (b) If there are at least ten but not more than 60 trading days between the date of the Merger Agreement and the date of the Triggering Event, then the "Measurement Period" is the ten consecutive trading day period falling between the date of the Merger Agreement and the date of the Triggering Event which produces the lowest Average Merger Consideration Equivalent. (c) If there are more than 60 trading days between the date of the Merger Agreement and the date of the Triggering Event, then the "Measurement Period" is the ten consecutive trading day period falling during the 60 trading day period ending with the last trading day prior to the date of the Triggering Event which produces the lowest Average Merger Consideration Equivalent. If the Exchange Ratio is adjusted during or after the Measurement Period, the Average Merger Consideration Equivalent shall be calculated or adjusted appropriately to reflect the adjustment in the Exchange Ratio.
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Valley Common Stock means the common stock, no par value per share, of Valley.
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Valley Common Stock means the $.01 par value common stock of Valley.
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Examples of Valley Common Stock in a sentence

  • All issued and outstanding shares of Valley Common Stock, and all issued and outstanding shares of capital stock of Valley’s Significant Subsidiaries, have been duly authorized and validly issued, are fully paid, nonassessable and free of preemptive rights, and are free and clear of all Liens.

  • A majority of the outstanding shares of Valley Common Stock constitutes a quorum for purposes of the Valley Shareholders Meeting.

  • SupplierRegionRawmaterial purchasedRelations with the Issuer2004PGNiG S.A.Mazovia(mazowieckie) Provincegasno relations31%TransLis S.A.Silesia (slqskie) Provincecoalno relations22% There were no major changes in terms of raw materials supply sources.

  • These records shall show the number of hours in each day, specified by actual calendar date, during which each workman worked and if he worked in more than one craft or classification for which different rates were payable the records shall show the number of hours in each day as aforesaid in which he worked at the different crafts or classifications.

  • Assuming that a quorum is present at the Valley Shareholders Meeting (as hereinafter defined), approval by holders of a majority of the outstanding shares of Valley Common Stock voting at the Valley Shareholder Meeting shall be sufficient to constitute approval by Valley’s shareholders of the matter set forth in Section 5.7(b) hereof.

  • As of May 31, 2019, there were 331,747,425 shares of Valley Common Stock issued and outstanding, 354,100 treasury shares, 4,600,000 shares of Series A Preferred Stock outstanding and 4,000,000 shares of Series B Preferred Stock outstanding.

  • No fractional shares of Valley Common Stock will be issued, and in lieu thereof, at the Effective Time each holder of Oritani Common Stock who would otherwise be entitled to a fractional interest of Valley Common Stock will receive an amount in cash determined by multiplying such fractional interest by the Average Closing Price as defined below.

  • The Assistant Superintendents will be asked to suggest names for this committee.

  • The shares of Valley Common Stock to be issued hereunder pursuant to the Merger, will be duly and validly reserved for issuance, and when issued in accordance with the terms of this Agreement, will be duly authorized and validly issued, fully paid, nonassessable, free of preemptive rights and free and clear of all Liens created by or through Valley, with no personal liability attaching to the ownership thereof.

  • The Valley Common Stock to be issued in connection with the Merger (including shares of Valley Common Stock to be reserved for issuance upon exercise of Valley Stock Options) shall have been approved for listing on NASDAQ.

Related to Valley Common Stock

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

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

  • 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.

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

  • Common Stock means the common stock of the Company.

  • Company Common Shares means shares of Company Common Stock.

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

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

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

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

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

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

  • 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.

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

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

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

  • Parent Common Stock means the common stock, par value $.001 per share, of Parent.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Fully-Diluted Common Stock means the outstanding Common Stock and the shares of Common Stock issued or issuable upon exercise of Warrants (assuming full exercise).

  • Voting Common Stock means the Voting Common Stock, par value $.01 per share, of the Company.

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

  • Company Stock means the common stock of the Company.

  • 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.

  • 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.