Heritage Common Stock definition

Heritage Common Stock means the common stock, par value $.01 per share, of Heritage;
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Heritage Common Stock has the meaning assigned to such term in paragraph (c) of the Recitals.
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Heritage Common Stock as used in this letter shall mean and include not only the common stock of Heritage as presently constituted, but also any other stock which may be issued in exchange for, in lieu of, or in addition to, all or any party of such common stock.
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Examples of Heritage Common Stock in a sentence

  • None of the shares of Heritage Common Stock were issued in violation of any federal or state securities laws or any other Legal Requirement.

  • The term "Aggregate Value" shall mean the amount arrived at by (i) subtracting the exercise price from the then market value of a share of Heritage Common Stock and (ii) multiplying the result by the total number of Option Shares purchasable upon exercise of the Option.

  • If for any reason such court or Regulatory Authority determines that the Option will not permit the holder to acquire the full number of Option Shares of Heritage Common Stock provided in Section 2 hereof (as adjusted pursuant to Section 7 hereof), it is the express intention of Heritage to allow the holder to acquire such lesser number of shares as may be permissible, without any amendment or modification hereof.

  • The total number of Dissenting Shares shall be no greater than 5% of the number of shares of Heritage Common Stock issued and outstanding immediately prior to the Effective Time.

  • Heritage has taken all necessary corporate action to authorize and reserve for issuance a sufficient number of shares of Heritage Common Stock to satisfy its obligations upon the exercise of the Option without additional authorization of Heritage Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Heritage Common Stock.

  • The shares of Heritage Common Stock to be issued upon exercise, in whole or in part, of the Option, when paid for as provided herein, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and will not be subject to any preemptive rights.

  • The conversion of each issued and outstanding share of Heritage Common Stock into the right to receive Acquiror Common Stock shall be governed by the provisions of this Section, and the replacement of each outstanding right to acquire shares of Heritage Common Stock with the right to acquire shares of Acquiror Common Stock shall be governed by the provisions of Section 6.12.

  • Simultaneously with the execution of this Agreement and as a condition thereto, Heritage shall execute and deliver the Stock Option Agreement, which grants to Acquiror an option to acquire up to 19.9% of the issued and outstanding shares of Heritage Common Stock upon the occurrence of certain circumstances, substantially in the form attached hereto as Exhibit E (the "Stock Option Agreement").

  • Acquiror shall use all reasonable efforts to mail or cause to be mailed the appropriate transmittal materials to all persons who become holders of Heritage Common Stock subsequent to the Meeting Date and no later than the close of business on the Business Day which is ten Business Days prior to the Closing Date.

  • The parties agree that they will cooperate and restructure the method of the Merger so as to prevent the recognition of the deferred inter-company tax liability relating to the purchase and assumption transaction consummated by the Bank and the Trust Bank, provided, however, that any such restructuring shall have no adverse effect on the consideration to be received pursuant to the terms of this Agreement by, or the tax effect on, holders of Heritage Common Stock.


More Definitions of Heritage Common Stock

Heritage Common Stock has the meaning set forth in Section 2.1(a).
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Heritage Common Stock means the common stock of Heritage described in --------------------- Section 2.02(a). Heritage Disclosure Schedule means a disclosure schedule delivered by ---------------------------- Heritage to BCB pursuant to Article II of this Agreement.
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Heritage Common Stock means the common stock of Heritage described in Section 2.02(a).
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Related to Heritage Common Stock

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

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

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

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • 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.

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

  • 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 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.

  • 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.

  • Acquiror Common Stock means the common stock, par value $0.001 per share, of Acquiror.

  • Common Stock means the common stock of the Company.

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

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

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

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

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

  • Company Stock means, collectively, 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.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

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

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • 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.