Xxxxxx Stock. The Company agrees that all such shares of Xxxxxx Stock will, when so issued and delivered pursuant to this Agreement, be duly and validly issued, fully paid and nonassessable, and that the Stockholders will receive good and marketable title to the Xxxxxx Stock, free and clear of any pledge, lien, security interest, charge, preemptive right, claim, restriction (other than as provided in this Agreement or under applicable securities laws), equity or encumbrance of any kind. The Company shall not amend its organizational documents in any manner which has the effect, or enter into any agreement which purports to have the effect, of varying the terms of the Xxxxxx Stock from the Common Stock in general.
Xxxxxx Stock. At the Closing, in exchange for each share ------------- of Xxxxx Stock transferred to Xxxxxx, Xxxxxx shall issue and deliver to each Stockholder the number of shares of Xxxxxx Stock set forth opposite their name on Exhibit A hereto. The transaction by which the transfer shall take place is referred to in this Agreement as the "Exchange".
Xxxxxx Stock. The parties further agree that New Fluor and Parent shall make and take, and each of them shall cause their respective Affiliates to make and take, such elections and actions as may be reasonably necessary to cause the provisions of Code Section 732(f) (and any corresponding provision of State Tax Law) to be inapplicable with respect to or as a result of such distribution of the A.T. Xxxxxx stock. Without limitation on the foregoing, the parties agree as follows:
Xxxxxx Stock. Simultaneous with the closing by Xxxxxx with its proposed acquisition of UIS, and in exchange for the agreement by Hirel to modify its Employment Agreement with Xxxxxxxxxx as provided pursuant to Section 3 hereof, Xxxxxx shall pay to Hirel the sum of $80,000, payable by issuance to Hirel of 200,000 shares of the common stock of Xxxxxx, par value .001 ("Xxxxxx Stock"). One hundred thousand (100,000) shares of the Xxxxxx Stock may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise directly or indirectly disposed of for a period of twenty-four months following the date hereof without the prior written consent of a majority of the members of the Oversight Committee of 2M Capital Corp. (the "Restricted Shares"), while the remaining one hundred thousand (100,000) shares of the Xxxxxx Stock shall not be subject to such restrictions on transfer (the "Unrestricted Shares"). The Restricted Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise directly or indirectly disposed of for a period of twenty-four months following the date hereof without the prior written consent of a majority of the members of the Oversight
Xxxxxx Stock. Other than pursuant to Rights Previously Disclosed and outstanding on the date hereof, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Xxxxxx Stock or any Rights, (ii) enter into any agreement with respect to the foregoing, or (iii) permit any additional shares of Xxxxxx Stock to become subject to new grants of employee or director stock options, other Rights or similar stock-based employee rights.
Xxxxxx Stock. The authorized capital stock of Xxxxxx consists solely of (i) 5,000,000 shares of Xxxxxx Common Stock, of which 1,362,971 shares were outstanding as of the day prior to the date hereof, and (ii) 2,000,000 shares of Xxxxxx Preferred Stock, of which no shares are outstanding. The outstanding shares of Xxxxxx Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). As of the date hereof, except as Previously Disclosed, there are no shares of Xxxxxx Stock authorized and reserved for issuance, Xxxxxx does not have any Rights issued or outstanding with respect to Xxxxxx Stock, and Xxxxxx does not have any commitment to authorize, issue or sell any Xxxxxx Stock or Rights, other than as set forth in this Agreement. The number of shares of Xxxxxx Common Stock which are issuable upon exercise of each Xxxxxx Stock Option outstanding as of the date hereof and the exercise price per share are Previously Disclosed.
Xxxxxx Stock. The Company owns Twenty-three Thousand Five Hundred Twenty-nine (23,529) shares of Common Stock of Xxxxxx Pharmaceuticals. Ltd. (the "Xxxxxx Stock") and agrees not to transfer or encumber the Xxxxxx Stock prior to the Closing.
Xxxxxx Stock. Simultaneous with the closing by Xxxxxx with its proposed acquisition of UIS, and in exchange for the general release from Hirel and Marketing pursuant to Section 3 hereof, Xxxxxx shall pay to Hirel the sum of $80,000, payable by issuance to Hirel of 200,000 shares of the common stock of Xxxxxx, par value .001 ("Xxxxxx Stock"). The Xxxxxx Stock shall not be registered as of the date of transfer, but shall be subject to registration as hereafter provided. Hirel is entitled to registration rights, including piggyback registration rights, for the Xxxxxx Stock when Xxxxxx proposes to file a registration statement under the Securities Act of 1933, as amended, with respect to an offering for its own account of any class of security (other than in connection with a merger pursuant to a Form S-3) or for the account of Xxxxxx'x shareholders. Xxxxxx will bear all expenses of such registration. Xxxxxx agrees to file a registration statement not later than January 1, 1998. In addition to the foregoing, and in recognition of the substantial legal fees and costs incurred by Hirel in connection with its extended negotiations and efforts with UIS, Xxxxxx shall also issue to Xxxxx, McClosky, Smith, Xxxxxxxx & Xxxxxxx, P.A., counsel for Hirel, on behalf of and for the benefit of Hirel, 10,000 shares of the common stock of Xxxxxx, which is agreed to to have a value of $4,000 (which shares, for all purposes hereunder, shall be included within the definition of Xxxxxx Stock).
Xxxxxx Stock. Xxxx X. Xxxxxx shall not sell or transfer any capital stock of any Loan Party owned by him or his Affiliates as of the Closing Date at any time while the Notes, or any portion thereof, are outstanding except pursuant to personal estate planning purposes so long as Xxxx X. Xxxxxx, or, after the death or disability of Xxxx X. Xxxxxx, a Person or Persons acceptable to Agent, retains voting control of such shares.
Xxxxxx Stock. Xxxx X. Xxxxxx is the only party, other than the ------------ Duke City Shareholders, who holds an ownership interest (whether beneficially or of record) in Duke City. Xxxxxx holds and owns Eleven and Eight-Tenths (11.8) shares of voting common stock of Duke City and does not have any right, interest or claim in or to the income, profits, assets or liabilities of Duke City, other than his obligations for income tax payments arising out of the business of Duke City and the election of Duke City to be treated as a "Subchapter S" corporation under the Code.
