ADDITIONAL BANK COMMON STOCK Sample Clauses

ADDITIONAL BANK COMMON STOCK. At any time (other than in connection with an acquisition by, or merger of, the Bank) shares of Bank Common Stock are to be issued by the Bank, the Shareholders shall be entitled to acquire additional shares of Bank Common Stock during the term of this Agreement, such acquisitions to be made in such amounts and on such dates (each, a "Drawdown Date") as shall be specified by the Board in notices delivered to the Shareholders, provided that (i) in connection with each such issuance of Bank Common Stock each Shareholder shall be permitted to acquire additional shares of the Bank Common Stock being issued in proportion to their respective Proportionate Shares, (ii) each Drawdown Date shall be at least 30 business days after delivery of the applicable notice of the issuance from the Board and (iii) no Shareholder shall be permitted to acquire additional shares of Bank Common Stock unless it commits thereto at least three business days prior to the Drawdown Date. All acquisitions pursuant to this Section 9.6 shall be made in cash in United States dollars by wire transfer to a bank account of the Bank specified to the Shareholders in the notice of the issuance from the Board. Notwithstanding the foregoing, if on any Drawdown Date (a) one Investor does not acquire its full Proportionate Share of additional shares of Bank Common Stock, the other Investor may acquire such additional shares and (b), subject to clause (a), the Investors do not acquire their full Proportionate Share of additional shares of Bank Common Stock, Zions may acquire such additional shares. The price of any additional Bank Common Stock issued pursuant to this Section 9.6 shall be determined by the Board pursuant to Section 409 of the California General Corporation Law after it obtains the advice of an Independent Investment Bank, which shall provide to the Board its written calculation of such price in accordance with customary criteria.
Sample 1
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Related to ADDITIONAL BANK COMMON STOCK

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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

  • Buyer Common Stock Except for shares of Buyer Common Stock owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares), which shall be converted into treasury stock of Buyer as contemplated by Section 1.4 hereof, the shares of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such shares shall remain issued and outstanding.

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Outstanding Common Stock The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Class B Common Stock 2 Closing........................................................................5

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

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