SunLink Common Stock definition
Examples of SunLink Common Stock in a sentence
Any shares of SunLink Common Stock that are held in treasury of SunLink and any shares of SunLink Common Stock owned by any Subsidiary of SunLink immediately prior to the Effective Time shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.
Each of Regional, SunLink and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of SunLink Common Stock or any other recipient of payments hereunder any amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable state, local or foreign Tax law.
As of the Closing, there shall not be more than 7,050,000 shares of SunLink Common Stock issued and outstanding.
As of the Capitalization Date, (i) 7,040,603 shares of SunLink Common Stock were issued and outstanding, (ii) no shares of SunLink Preferred Stock were issued and outstanding, (iii) no shares of SunLink Common Stock were held in treasury, and (iv) not more than 59,000 shares of SunLink Common Stock were subject to outstanding equity awards under the SunLink Stock Plans (“SunLink Equity Awards”).
Section 2.2(b) of the SunLink Disclosure Letter sets forth a true, correct and complete list, as of the Capitalization Date, of each outstanding SunLink Equity Award, including (A) the name of the holder thereof, (B) the total number of shares of SunLink Common Stock that may be issued pursuant thereto, (C) the applicable grant date thereof, (D) the vesting conditions thereof and (E) the dollar amount of accrued dividend equivalents thereon.
The financial advisor of SunLink, The Lenox Group, LLC, has delivered to SunLink Board an opinion to the effect that, as of the date of such opinion, and based upon and subject to the qualifications, limitations, factors and assumptions set forth therein, the Merger Consideration to be received by the holders of SunLink Common Stock pursuant to the Merger as provided in this Agreement is fair, from a financial point of view, to such holders (the “Fairness Opinion”).
As of the Effective Time, all such shares of SunLink Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Certificate or Uncertificated Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 1.6(c) in accordance with the provisions of Section 1.7.
To the extent permitted by applicable Law, none of Regional, SunLink or the Paying Agent shall be liable to any holder of shares of SunLink Common Stock for any amount required to be delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.