Other Company Shares Sample Clauses

Other Company Shares. If the managing underwriters have not limited the Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriters so agree and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
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Other Company Shares. Prior to the Closing Date, and other than the Shares, the Purchaser has held no other shares of capital stock of the Company.
Sample 1
Other Company Shares. In no event shall the Company agree to register Common Shares or any other securities for issuance by the Company or for resale by any Persons other than the Investors in any registration statement filed pursuant to this Article III, without the express written consent of VRLP, which consent shall be entirely discretionary.
Sample 1
Other Company Shares. The Purchaser shall have delivered to the Company a certificate, signed by an authorized officer of the Purchaser, certifying that the Purchaser together with all of its affiliates (including, without limitation, OAO Alfa Bank and Xxxxxx Ventures Limited) has, as of the Closing Date, a beneficial interest in, and/or option or right to purchase, no more than 2% of the issued and outstanding capital stock of the Company after giving effect to the Recapitalization or Modified Recapitalization (each term as defined in the Company's Information Statement dated as of April 25, 2003) but immediately prior to the Closing.
Sample 1
Other Company Shares. In no event shall the Company agree to register Common Shares or any other securities for issuance by the Company or for resale by any Persons other than the Investors in any registration statement filed pursuant to this Article II or Section 3.2, without the express written consent of Franconia, which consent shall be entirely discretionary; provided, however, that the Company may agree to register in such registration statement Common Shares for resale by any holder of registration rights, pursuant to a registration rights agreement entered into by it with the Company after the date of this Agreement, who beneficially owns at least five (5) percent of the Company’s outstanding Common Shares (calculated with Class A and Class B Units of the Partnership deemed to be Common Shares) (a “Qualifying Other Holder”) and who is proposing to register Common Shares with an aggregate fair market value as of the time of the initial filing of such registration statement of at least $50,000,000. If the Company shall have been advised in writing (with a copy to the Requesting Investors) by a nationally recognized independent investment banking firm selected by the Company and reasonably acceptable to the Requesting Investors to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm’s opinion, a registration of Eligible Securities requested to be registered at that time would materially and adversely affect the scheduled offering of securities, then the aggregate number of Eligible Securities requested to be included in such registration by the Requesting Investors and the Qualifying Other Holder(s) shall be reduced pro rata among the Requesting Investors and the Qualifying Other Holder(s) according to the total number of eligible securities requested to be registered by such Persons.
Sample 1

Related to Other Company Shares

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Target Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

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