Acquired Securities Sample Clauses

Acquired Securities. The Company shall have delivered to the HMTF Entities the shares of Series B Preferred Stock Acquired Securities to be delivered by it pursuant to Section 9.01(a) and 9.01(b);

Acquired Securities. Such Seller has good and valid legal and beneficial title to the Acquired Securities owned by such Seller, as set forth on Exhibit A Part I, Exhibit A Part II, and Exhibit A Part III, free and clear of all Liens and any other restrictions on transfer other than Permitted Securities Liens. Such Seller has the right, power and authority to sell, assign and transfer the Acquired Securities to Buyer. Other than in connection with the Governing Documents of the Company, Sellers are not a party to any (a) option, warrant, right, contract, call, pledge, put or other agreement or commitment providing for the disposition or acquisition of such Seller’s interest in the Acquired Securities or (b) voting trust, proxy or other agreement or understanding with respect to the voting of any of the Acquired Securities. Sellers acquired all of such Acquired Securities in compliance with applicable Law. Upon the consummation of the Closing, Sellers will convey good and valid title to the Acquired Securities, free and clear of all Liens (other than any Liens created by or resulting from actions of Buyer). Except for the Acquired Securities, there are no other Equity Rights of the Company issued, reserved for issuance or outstanding.

Acquired Securities. RESERVED

Acquired Securities. The Acquired Securities when issued in accordance with this Agreement, and, in the case of any shares of Guarantor common stock issued upon conversion of the Convertible Note, the Convertible Note, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear from any Encumbrances except restrictions on transfer thereof under federal and state securities laws, this Agreement, the Escrow Agreement, if applicable, and any Encumbrances created by or imposed thereupon by Sellers.” 23. Section 6.2(b)(vii)(A) of the Agreement is deleted in its entirety and replaced with “(vii)(A) incur any Indebtedness other than in the Ordinary Course of Business (except additional Indebtedness under existing or new Indebtedness from commercial lenders which (i) will cause the Company’s total Indebtedness to be up to $15,000,000, (ii) will be unsecured or secured only by equipment, (iii) the principal of which is payable no sooner than December 31, 2010, and (iv) the interest rate of which is no higher than 8%) or make any payments on any Existing Indebtedness other than in the Ordinary Course of Business,”. 24. Immediately following Section 7.5 of the Agreement the following Sections 7.6 and 7.7 are added:

Acquired Securities. Such Seller owns (beneficially and of record), and has good, valid and marketable title to the Acquired Securities set forth opposite such Seller’s name on Section 3.4(a) of the Company Disclosure Schedule, in each case free and clear of all Liens other than Liens imposed by Purchaser or under applicable securities Laws or which will be discharged or released at or prior to Closing. There are no outstanding options, warrants, call or other rights or agreements to which such Seller is a party requiring such Seller to sell or transfer its Acquired Securities to any Person other than as provided in this Agreement. Such Seller is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of its Acquired Securities.

Acquired Securities. The Vendor is not:

Acquired Securities. Seller owns (beneficially and of record), and has good, valid and marketable title to the Acquired Securities set forth on Section 3.4(a) of the Company Disclosure Schedule, in each case free and clear of all Liens other than limitations under the Organizational Documents of the issuer of the Acquired Securities and Liens imposed by Purchaser or under applicable securities Laws or which will be discharged or released at or prior to Closing. Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, there are no outstanding options, warrants, call or other rights or agreements to which Seller is a party requiring Seller to sell or transfer its Acquired Securities to any Person other than as provided in this Agreement. Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, Seller is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of its Acquired Securities.

Acquired Securities. On the date the restricted shares under Section 2(H) are granted to the Executive (or promptly thereafter), the Executive shall purchase from Parent, by check or wire transfer of immediately available funds, 26,839 shares of Parent Common Stock (the “Acquired Securities”) at a price per share of Parent Common Stock of $28.13, for an aggregate cash purchase price of $754,981, pursuant to a subscription agreement attached hereto as Exhibit C (the “Subscription Agreement”).