VRM Common Stock definition

VRM Common Stock shall have the meaning specified in paragraph B of the recitals to this Agreement.
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VRM Common Stock shall have the meaning set forth in the third paragraph of this Agreement.
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VRM Common Stock shall have the meaning set forth in the third paragraph of this Agreement. "VRM Group" shall mean VRM, its Subsidiaries, and that portion of any Person, whether now or hereafter existing, which conduct the VRM Business (after giving effect to the transfers set forth in Article II). "VRM Indemnitees" shall mean VRM, each Affiliate of VRM from and after the Time of Distribution and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "VRM Liabilities" shall mean, collectively, all of (i) the Environmental Liabilities relating to or arising in connection with the VRM Business, (ii) the Liabilities of any member of the VRM Group under this Agreement, any other Reorganization Agreement, or the Interim Services Agreement and of VRM under Section 7.10 of the Merger Agreement, in each case, to which VRM is a party or will be a party, (iii) the Liabilities relating to or arising in connection with the businesses, assets or operations of the VRM Group (other than the Retained Company Assumed Liabilities), as heretofore, currently or hereafter conducted, (iv) the VRM Assumed Liabilities, and (v) the Liabilities retained or assumed by VRM or any member of the VRM Group pursuant to the Employee Benefits Agreement. ARTICLE II TRANSACTIONS RELATING TO THE DISTRIBUTION 2.1.
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Examples of VRM Common Stock in a sentence

  • The Distribution shall be effected by the distribution to each holder of record of Company Common Stock, as of the record date designated for the Distribution by or pursuant to the authorization of the Board of Directors of the Company (the "Record Date"), of certificates representing one share of VRM Common Stock and associated VRM Right for each share of Company Common Stock held by such holder.

  • The Distribution shall be deemed to be effective upon notification by the Company to the Transfer Agent that the Distribution has been declared and that the Transfer Agent is authorized to proceed with the distribution of VRM Common Stock.

  • Upon the consummation of the Distribution, any Option held by a VRM Participant or by a non-employee director of the Company that is outstanding at the Time of Distribution shall cease to represent a right to acquire Common Stock and shall be replaced as of the Time of Distribution with a VRM Stock Option with respect to a number of shares of VRM Common Stock and with a per-share exercise price as determined pursuant to Section 3.01(a) of the Employee Benefits Agreement.

  • The Board of Directors of the Company shall formally declare the Distribution and shall authorize the Company to pay it immediately prior to the Effective Time, subject to the satisfaction or waiver of the conditions set forth in Article VII, by delivery of certificates for VRM Common Stock to the Transfer Agent for delivery to the holders entitled thereto.

  • Immediately prior to the Effective Time (as defined in the Merger Agreement), the Company intends to distribute (the "Distribution") to the holders of the Company's common stock, par value $1.00 per share ("Company Common Stock"), on a pro rata basis, all of the then outstanding shares of common stock, par value $0.01 per share ("VRM Common Stock"), of VRM.

  • Immediately prior to the Effective Time (as defined ---------------- in the Merger Agreement), the Company intends to distribute (the "Distribution") to the holders of the Company's common stock, par value $1.00 per share ("Company Common Stock"), on a pro rata basis, all of the then outstanding shares of common stock, par value $0.01 per share ("VRM Common Stock"), of VRM.


More Definitions of VRM Common Stock

VRM Common Stock shall have the meaning set forth in the third paragraph of this Agreement. "VRM Registration Statement" shall have the meaning set forth in Section 5.1(g)(iii). "VRM Rights" shall have the meaning set forth in the third paragraph of this Agreement. "VRM Rights Agreement" shall have the meaning set forth in the third paragraph of this Agreement. (b) As used in this Agreement, (i) any reference to the Company and its Subsidiaries means the Company and each of its Subsidiaries, (ii) any reference to the "Retained Company" and its Subsidiaries or the "Retained Companies" means the Company (solely with respect to the Retained Business) and those of its direct and indirect Subsidiaries included in the Retained Business, (iii) any reference to the "Retained Subsidiaries" or "Retained Subsidiary" means the direct and indirect Subsidiaries or Subsidiary of the Company included in the Retained Business, (iv) any reference to VRM and its Subsidiaries or the "VRM Companies" means VRM immediately after the Time of Distribution and those entities that immediately after the Time of Distribution will be direct or indirect Subsidiaries of VRM and (v) any reference to Subsidiaries of VRM means those entities that immediately after the Time of Distribution will be direct or indirect Subsidiaries of VRM. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Distribution Agreement. ARTICLE II
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Related to VRM Common Stock

  • 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.

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

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

  • 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 common stock, par value $0.01 per share, of Merger Sub.

  • 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.

  • 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.

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

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

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

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

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • 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.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

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

  • 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;

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

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

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

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