Merger Shares definition

Merger Shares has the meaning set forth in Section 2.2(c).

Merger Shares means the shares of Common Stock of the Purchaser issued or issuable to the Holders pursuant to the terms of the Merger Agreement.

Merger Shares has the meaning set forth in the Recitals.

Examples of Merger Shares in a sentence

• Holdings subsequently distributed the Merger Shares to its members.

• The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, when issued and delivered in accordance with the terms hereof and of the Certificate of Merger, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws.

• The Parent has no present plan or intention to reacquire any of the Merger Shares.

• The MCC Merger Shares and such cash payable in lieu of fractional shares of Sierra Common Stock is referred to collectively as the “MCC Merger Consideration.” It is intended that the MCC Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that the MCC Merger Agreement will constitute a “plan of reorganization” for such purposes.

• The issuance of the Merger Shares pursuant to this Agreement will be in compliance with all applicable federal securities laws.

More Definitions of Merger Shares

Merger Shares means shares of common stock into which the relevant Shares are reclassified, converted into or exchanged in connection with an Issuer Merger Event and are (or will be upon the consummation of such Issuer Merger Event) listed for trading on a Designated Exchange and issued by an entity incorporated or organized under the law of the United States or any state thereof.

Merger Shares has the meaning set forth in Section 5.6.

Merger Shares shall have the meaning assigned to it in Section 2.5(b).

Merger Shares means the number of shares of Parent Common Stock equal to the quotient obtained by dividing the Merger Shares Value by the Trading Price, rounded down to the nearest whole share.

Merger Shares is defined in the recitals to this Agreement.

Merger Shares has the meaning set forth in Section 1.3(a)(ii).

Merger Shares means the shares of Company Common Stock that are issued ------------- and outstanding immediately prior to the Effective Time that are owned by any Person other than the Company.