All Shares Sample Clauses

All Shares a. The Transfer Agent shall reserve for issuance to the Holder the Conversion Shares and the Warrant Shares. All such shares shall remain in reserve with the Transfer Agent until the Holder provides the Transfer Agent instructions that the shares or any part of them shall be taken out of reserve and shall no longer be subject to the terms of these instructions.
All Shares. All certificates representing Shares shall bear the following legends in addition to any other legend required under applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND OF THE OTHER CLASSES AND SERIES OF SHARES WHICH THE COMPANY IS AUTHORIZED TO ISSUE ARE CONTAINED IN THE COMPANY'S CERTIFICATE OF INCORPORATION, A COPY OF WHICH WILL BE MAILED TO THE HOLDER HEREOF WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SECURITIES PURCHASE AND HOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.
All Shares. The Shares to be transferred by such Shareholder to Buyer represent the entire ownership interest of such Shareholder in the capital stock of the Company, and such Shareholder has no other options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase by such Shareholder of any shares of capital stock of the Company.
All Shares. All shares of United beneficially owned by Liberty shall be subject to the terms of this Agreement. EXHIBIT E REGISTRATION RIGHTS The parties will negotiate the terms of a registration rights agreement pursuant to which Liberty and its affiliates (collectively, "Liberty"), will be entitled to registration rights from United (the "Issuer") as follows:
All Shares of Buyer stock held by the Executive will be subject to the terms and conditions of Buyer's Stockholders Agreement, to which the Executive shall be a party. The Stockholders Agreement will contain customary transfer restrictions, subject to permitted transfers for estate planning purposes; drag-along rights in favor of Harvest Partners and certain other Buyer stockholders; and tag-along rights and piggy-back registration rights, subject to customary conditions, in favor of management stockholders, including the Executive. Buyer and the Executive have executed this Memorandum of Understanding reflecting their agreement as to the terms contained herein as of the dates set forth below. HARVEST/AMI HOLDINGS INC. Date: ---------------------------------------------- ----------------------------------------------------- Name: Title: MICHAEL CAPORALE, JR. Date: ---------------------------------------------- -----------------------------------------------------
All Shares. All shares of voting stock of United at any time beneficially owned by Liberty shall be subject to the Stockholder Agreement.
All Shares. All representations and warranties by Photomatrix related to the Shares shall apply to the Shares and to any other shares issued by Photomatrix to the Company as set forth in this Agreement, the Note and the Equipment Lease.
All Shares. All shares of voting stock of New United at any time beneficially owned by the Liberty Parties, the Founders or their respective Preferred Transferees shall be subject to the Stockholder Agreement.