Parent Common Stock Issuance definition

Parent Common Stock Issuance has the meaning set forth in the Recitals.
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Parent Common Stock Issuance means the issuance of shares of Parent Common Stock as part of the Merger Consideration,
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Parent Common Stock Issuance means the issuance of shares of Parent Common Stock in connection with the Merger pursuant to this Agreement.
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Examples of Parent Common Stock Issuance in a sentence

  • The Company shall vote all shares of Parent Common Stock beneficially owned by it, the Partnership or any of the Company Subsidiaries as of the record date for the Parent Stockholder Meeting, if any, in favor of approval of the Parent Common Stock Issuance.

  • The Joint Proxy Statement/Prospectus shall include the recommendation of the Boards of Directors of the Company in favor of the Merger and of Parent in favor of the Parent Common Stock Issuance, and such recommendations shall not be withdrawn modified or changed in a manner adverse to Parent or Merger Sub or the Company, respectively, subject to the last sentence of Section 5.2.

  • The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent or Merger Sub of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent and Merger Sub, except that the stockholders' of Parent may be required to approve the Parent Common Stock Issuance.

  • No other vote of the holders of any class or series of the Parent Common Stock or other Parent Securities is required by Law, the Constitutional Documents of Parent or otherwise in connection with the consummation of any of transactions contemplated hereby to be consummated by Parent, including the Merger, the Parent Common Stock Issuance and the Financing.

  • No Takeover Laws or any similar anti-takeover provision in the Certificate of Incorporation or Bylaws of Parent applicable to Parent is, or at the First Effective Time will be, applicable to this Agreement, the Merger, the Parent Common Stock Issuance, or any of the other transactions contemplated hereby.

  • Parent shall solicit from its stockholders proxies in favor of approval of the Parent Common Stock Issuance, shall take all other reasonable action necessary or advisable to secure the vote or consent of stockholders in favor of such approval, if required, and shall not take any action that could reasonably be expected to prevent such vote or consent of stockholders in favor of such approval.

  • The affirmative vote of a majority of the votes cast by the holders of Parent Common Stock on the approval of the Parent Common Stock Issuance is the only vote of the holders of any class or series of shares of capital stock or other equity or voting interests of Parent necessary to approve this Agreement, the Parent Common Stock Issuance and the other transactions contemplated by this Agreement (the “Parent Stockholder Approval”).

  • The Company shall vote, or cause to be voted, all shares of Parent Common Stock beneficially owned by it, the Partnership or any of the Company Subsidiaries as of the record date for the Parent Stockholder Meeting, if any, in favor of approval of the Parent Common Stock Issuance and the Parent Charter Amendment.

  • The approval of the Parent Common Stock Issuance by a majority of the outstanding shares of Parent Common Stock present in person or by proxy at the Parent Stockholders’ Meeting and entitled to vote on the proposal to approve the Parent Common Stock Issuance (the “Required Parent Stockholder Vote”) is the only vote of the holders of any class or series of the Parent’s capital stock necessary to adopt, approve or authorize this Agreement and approve or authorize the Merger.

  • Parent shall call the Parent Stockholders Meeting as promptly as practicable for the purpose of authorizing and approving the issuance by Parent of the Parent Common Stock in the Merger, as contemplated by this Agreement (the "Parent Common Stock Issuance") as required by the NYSE, and if so required by the NYSE, Parent shall use its reasonable best efforts to hold the Parent Stockholders Meeting as soon as practicable after the date on which the Registration Statement becomes effective.


More Definitions of Parent Common Stock Issuance

Parent Common Stock Issuance has the meaning set forth in Section 3.9.
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Parent Common Stock Issuance means the issuance of the Scheme Consideration Shares.
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Related to Parent Common Stock Issuance

  • Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).

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

  • Parent Common Shares means the common shares of the Parent;

  • Stock Issuance Program means the stock issuance program in effect under the Plan.

  • Common Stock means the common stock of the Company.

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

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

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.

  • 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.

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

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

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

  • shares of Common Stock means (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Warrant Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other securities so purchasable upon exercise of each Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (i), inclusive, above, and the provisions of Section 7 and Section 12.2 through 12.5, inclusive, with respect to the Warrant Shares, shall apply on like terms to any such other securities.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

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

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Parent Options means options or other rights to purchase shares of Parent Common Stock issued by Parent.

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

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

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

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

  • Parent Ordinary Shares means the ordinary shares, par value $0.25 per share, of Parent.

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

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