The Company Stock Sample Clauses

The Company Stock. As of the date hereof, SSI (directly, or through its wholly-owned subsidiaries) is the sole record and beneficial owner of 24,540,881 shares of Company Common Stock and 1,500,000 shares of Company Preferred Stock, free and clear of any encumbrances, agreements, adverse claims, liens or other arrangements with respect to the ownership of or the right to vote or dispose of such shares of Company Common Stock and Company Preferred Stock (which shares of Company Preferred Stock represent all of the issued and outstanding shares of Company Preferred Stock) except as contemplated by this Agreement. Other than such shares of Company Common Stock and Company Preferred Stock, SSI (either directly, or through its wholly-owned subsidiaries) does not own, beneficially or of record any (i) other shares of capital stock of the Company or any securities convertible or exchangeable for shares of capital stock of the Company, or (ii) option, warrant or other right or obligation to acquire any securities of the Company, other than its interest in the Pledged Shares. Except for the terms of this Agreement, SSI is not subject to any contract, commitment, arrangement, voting trust or other understanding governing or affecting its right or ability to exercise the voting rights of the Company Stock.
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The Company Stock. Stock certificates representing all of the Company's Stock, together with assignments separate from certificate in blank, dated the Effective Date and duly executed by Owner, and stamps or other proper evidence of the payment of any stock transfer or similar Taxes due as a result of the transfer of the Company's Stock.
Sample 1
The Company Stock. Option Plans shall terminate as of the Effective Time, and the provisions in any other benefit plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or any participant in any Company Stock Option Plan or other benefit plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation. Prior to the Effective Time, the Company shall take all actions necessary to effectuate the foregoing.
Sample 1
The Company Stock. As of the Closing Date, the Company shall have the authorized share capital set forth in the Shareholders’ Agreement. The Company Stock deliverable to Lucky Parent or any Seller hereunder will, when delivered, have been duly authorized, validly issued, fully paid, free and clear of any Liens (other than as contemplated by this Agreement or any Transaction Document or as a result of any Contract or arrangement entered into by or on behalf of Lucky Parent or any Seller), and will not be issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right or provision under the Applicable Laws of the Company’s jurisdiction of organization, the Company’s organizational documents or any Contract to which the Company is a party. The Company Stock deliverable to Lucky Parent or any Seller hereunder will, when delivered, not be subject to any voting trust agreement or any Contract restricting or otherwise relating to the voting, distribution or governance rights of such Company Stock (other than as contemplated by this Agreement, the Shareholders’ Agreement or any other Transaction Document or as a result of any Contract or arrangement entered into by or on behalf of Lucky Parent or any Seller).
Sample 1
The Company Stock. 3.3.1 A description of the authorized capital stock of the Company is attached as SCHEDULE 3.3. SCHEDULE A contains a complete list of all Shareholders of the Company and the number of shares of Company Stock owned by each Shareholder. The Company Stock is duly authorized, validly issued, fully paid and nonassessable. There are no shares of common stock or other securities of the Company issued and outstanding other than the Company Stock. There are no outstanding options, warrants or other rights to acquire any common stock or other securities of the Company or securities convertible into the same. No Person has been issued any stock grants, "phantom stock," stock appreciation rights or similar compensation expressed in or computed on the basis of the Company's securities or the value thereof. No Person has any preemptive right to purchase any securities of the Company. There have been no stock splits, reverse stock splits or other recapitalizations of the Company during the last five years. The Company has not redeemed or retired any of its common stock or other securities during the last four years.
Sample 1
The Company Stock. Such Principal Shareholder owns the shares of Company Stock set forth opposite his name in the Company Disclosure Letter, free and clear of all Liens. Such Principal Shareholder is not the beneficial owner (as determined pursuant to Rule 13d-3 of the Exchange Act) of any Company Stock except as set forth in SECTION 4.3 of the Company Disclosure Schedule. Such Principal Shareholder has not Transferred any shares of Company Stock.
Sample 1
The Company Stock. Subject to compliance with all the terms and conditions of this Agreement and in reliance on the representations and warranties set forth in this Agreement, Xxxxxxxx agrees to sell, assign, convey, transfer and deliver to Purchaser or its designee, and Purchaser agrees to purchase from Xxxxxxxx, either directly or through a designee, at the Closing, the Company Stock (the “Stock Purchase”), free and clear of any and all liens, claims, charges, taxes, encumbrances, security interests, mortgages, deeds of trust, pledges, leases, easements, claims of equitable interests, rights or restrictions of any kind whatsoever (the “Liens and Encumbrances”), for the Stock Consideration.
Sample 1
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Related to The Company Stock

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

  • Company Stock Plans (a) The Company shall take such action as shall be required:

  • 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.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Common Shares 4 Company...................................................................................... 4

  • 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 Company 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.

  • Common Stock 1 Company........................................................................1

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

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