LMG Series A Stock definition

LMG Series A Stock means Series A Liberty Formula One common stock, par value $0.01 per share, of the Company, as constituted on the date of this Agreement, and any securities issued in respect thereof, or in substitution therefor, or otherwise into which such LMG Series A Stock may thereafter be changed (whether as a result of a recapitalization, reorganization, redemption, merger, consolidation, business combination, share exchange, stock dividend or other transaction or event).

LMG Series A Stock means Series A Liberty Media common stock, par value $0.01 per share, of Liberty Media, as constituted on the date of this Instrument, and any securities issued in respect thereof, or in substitution therefor, or otherwise into which such LMG Series A Stock may thereafter be changed (whether as a result of a recapitalisation, reorganisation, redemption, merger, consolidation, business combination, share exchange, stock dividend or other transaction or event);

LMG Series A Stock means the Tele-Communications, Inc. Series A Liberty Media Group Common Stock, $1.00 par value per share, of TCI, or such other securities as may be issuable to holders of Company Common Stock in the Merger in accordance with Section 2.5 hereof.

Examples of LMG Series A Stock in a sentence

• As soon as reasonably practicable after the execution of this Agreement, the Company shall prepare and file with the SEC a preliminary proxy statement in form and substance reasonably satisfactory to TCI, and TCI shall prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") in connection with the registration under the Securities Act of the LMG Series A Stock issuable in the Merger and upon exercise of the Assumed Options.

• The Company shall use its reasonable best efforts to cause each Person who is identified as an "affiliate" in the letter referred to above to deliver to TCI, on or prior to the Closing Date, a written agreement, in substantially the form annexed hereto as Exhibit 3.3, that such Person will not offer to sell or otherwise dispose of any shares of LMG Series A Stock issued to such Person pursuant to the Merger in violation of the Securities Act and the rules and regulations thereunder.

• No shares of TCI's preferred stock are convertible into LMG Series A Stock or LMG Series B Stock other than its Convertible Preferred Stock, Series C-Liberty Media (the "Series C-LMG Preferred Stock") and its Redeemable Convertible Liberty Media Group Preferred Stock, Series H (the "Series H Preferred Stock").

• The shares of LMG Series A Stock to be issued and delivered pursuant to Section 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Section 2.4 and as described in the Registration Statement, duly authorized, validly issued, fully paid and nonassessable and no stockholder of TCI will have any preemptive right of subscription or purchase in respect thereof.

• No dividends or other distributions declared or made after the Effective Time with respect to LMG Series A Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of LMG Series A Stock represented thereby, until the holder of record of such Certificate shall surrender such Certificate as provided herein.

• No certificates or scrip representing fractional shares of LMG Series A Stock shall be issued upon the surrender for exchange of Certificates for Company Common Stock; no stock split or dividend with respect to shares of LMG Series A Stock shall relate to any fractional share interest, and no such fractional share interest will entitle the owner thereof to vote as, or to any other rights of, a stockholder of TCI.

• If the foregoing calculation results in an Assumed Option being exercisable for a fraction of a share of LMG Series A Stock, then the number of shares of LMG Series A Stock subject to such option shall be rounded up to the nearest whole number of shares, with no cash being payable for such fractional share.

• No vote of stockholders of TCI is required under the DGCL, the TCI Charter, TCI's Bylaws or the rules and regulations of The Nasdaq Stock Market in order for TCI to validly perform its obligations under this Agreement (including, without limitation, its obligation to issue the LMG Series A Stock pursuant to Section 2.3(a)(i) hereof).

• If the foregoing calculation results in an Assumed SAR being exercisable with respect to a fraction of a share of LMG Series A Stock, then the number of shares of LMG Series A Stock in respect of such stock appreciation right shall be rounded up to the nearest whole number of shares, with no cash being payable for such fractional share.

• In lieu of such fractional shares, any holder of Company Common Stock who would otherwise be entitled to a fractional share of LMG Series A Stock will, upon surrender of his Certificate to the Exchange Agent in accordance with Section 2.4(c), be entitled to receive cash in an amount determined by multiplying such fraction by the current market value of a whole share of LMG Series A Stock and rounding the product to the nearest whole cent.