Company Stock To Be Sold To Buyer Sample Clauses

Company Stock To Be Sold To Buyer. 1.3 Sale Notice 8.6.1 Form of Counsel Opinion for CVC Europe 8.6.2 Form of Counsel Opinion for Paribas EXHIBIT 8.6.1 Citigroup Venture Capital Partners, L.P. CVC Executive Fund LLC CVC/SSB Employee Fund, L.P. , 2003 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2003, by and among Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (the “Fund”), CVC EXECUTIVE FUND LLC, a Delaware limited liability company (the “Executive Fund”), and CVC/SSB EMPLOYEE FUND, L.P., a Delaware limited partnership (“CVC/SSB” and together with the Fund and the Executive Fund, the “Buyers” or “Buyer”), Euramax International, Inc., a Delaware corporation (the “Company”), and CVC European Equity Partners, L.P., a Delaware limited partnership (“CVC Europe”), CVC European Equity Partners (Jersey), L.P., a Jersey limited partnership (“CVC EJ”), BNP Paribas (f/k/a Banque Paribas) (“Paribas” and together with CVC Europe and CVC EJ, the “Investors”), and any other stockholders of the Company who join this Agreement as a Tag Seller (as defined below) in accordance with the terms of this Agreement prior to Closing (the Investors and any Tag Sellers are hereinafter referred to individually as a “Stockholder” and collectively as the “Stockholders”).
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Related to Company Stock To Be Sold To Buyer

  • 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.

  • 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.

  • 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.

  • Stock Consideration 3 subsidiary...................................................................53

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

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

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • No Rights as Shareholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

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