Investment in Company Stock Sample Clauses

Investment in Company Stock. The assets of the ESOP Fund (as defined in the Plan) shall be invested primarily in Company Stock, although up to 100% of the assets of the Trust Fund may be invested in Company Stock. To the extent that Company contributions are made in Company Stock, the Trustee will be expected to retain such Company Stock. To the extent Company contributions or dividends are made in cash and are not used to pay principal or interest on an ESOP Loan (as defined in Section 5) or to pay expenses of the Fund, the Trustee will, at the direction of the Named Investment Fiduciary, acquire Company Stock either from other shareholders or directly from the Company. The Trustee will pay adequate consideration for all Company Stock it acquires (other than a contribution). If, at the time of any purchase, Company Stock is not actively traded on an established securities market, the amount of such consideration will be determined by the Named Fiduciary, however, the Trustee may also make such determination or may retain, on the Company's behalf and at the Company's expense, an independent fiduciary to make such a determination, in either case, on the basis of the advice provided by an independent appraiser selected by the Trustee or independent fiduciary, as applicable, and the Company shall be obligated to pay the fees and expenses of such independent appraiser. If at the time Company Stock is to be purchased, the Company has outstanding more than one class of Stock, the Named Investment Fiduciary shall direct the Trustee as to which class of Stock shall be purchased (which class shall satisfy Code section 409(e)). To the extent consistent with the foregoing, at the direction of a Named Fiduciary, the Fund may hold temporary investments other than Company Stock, may hold such portion of the Fund in such investments as may be required under the investment diversification provisions of the Plan, may hold such portion of the Fund uninvested as a Named Fiduciary directs for making, distributions under the Plan, may invest assets of the Fund in short-term investments bearing a reasonable rate of interest, including, without limitation, any common or collective investment trust (including one established at the institution that serves as Trustee hereunder or any of its affiliates) which provides for the pooling of assets of plans described in section 401(a) of the Code and exempt from tax under section 501(a) of the Code, the terms of which are incorporated by reference,
Sample 1
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Investment in Company Stock. In no event may the Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by the Company (“Company Stock”). Notwithstanding the foregoing the Trustee shall hold any shares of Company Stock deposited by the Company with the Trustee pursuant to Section 5(c) of this Agreement and any dividends paid in Company Stock thereon (or shares issued by the Company or a successor of the Company in exchange for Company Stock pursuant to a merger, consolidation, recapitalization or other similar transaction) without any duty to review or question such holding of Company Stock. Notwithstanding anything in this Trust to the contrary, all rights associated with assets of the Trust (including, at the direction of the Company, the rights to vote, tender or exchange Company Stock held in the Trust) shall be exercised by Trustee and shall in no event be exercisable by or rest with the Executive.
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Investment in Company Stock. (a) The Buyer has (i)received and reviewed this Agreement, including all schedules and exhibits hereto, certain documents relating to the Company as have been requested by the Seller, the Certificate of Incorporation, as amended, of the Company, and the Memorandum and Articles of Association of the Company, and (ii) had, during the course of the transactions contemplated hereby and prior to the Buyer's receipt of Company Stock, the opportunity to ask questions of, and has received answers from, the Seller and the Company concerning the transactions contemplated hereby and to obtain any additional information which the Seller or the Company possesses or could acquire without unreasonable effort or expense; provided, however, that no such investigation by the Buyer shall limit or modify any representation or warranty made under this Agreement by the Seller or rights which the Buyer may have with respect thereto.
Sample 1
Investment in Company Stock. If the Company provides for a Company Stock Fund directly or through a Master Custom Fund the Fund shall be comprised of Company Stock and sufficient deposit or money market type assets to handle the Fund's liquidity and disbursement needs. The Fund may be as large as necessary to comply with Participants' and Beneficiaries' investment elections.
Sample 1
Investment in Company Stock. The Company Stock Fund provides for all or substantially all of the investment to be in shares of Company Stock. In furtherance of such purpose, the Trustee shall, in accordance with the terms of the Plan, (a) acquire shares of Company Stock with assets of the Trust Fund and (b) hold shares of Company Stock which have been contributed by the Company or otherwise acquired, notwithstanding any other applicable fiduciary standard relating to (i) diversification of Trust Fund assets, (ii) the speculative character of Trust Fund investments, (iii) the lack or inadequacy of income provided by Trust Fund assets, or (iv) the fluctuation in the fair market value of Trust Fund assets. Subject to the provisions of the Plan, the Trustee is expressly authorized and directed, except as may be necessary or appropriate to pay benefits not in the form of Company Stock which are currently due or which are expected to become due in the near future, to hold 100% of the assets of the Trust Fund in shares of Company Stock. The Trustee may enter into purchase or sale transactions of Company Stock for the Trust Fund either directly or indirectly with the Company or any shareholder of the Company, including any person deemed to be a "party in interest" within the meaning of ERISA section 3(14) or a "disqualified person" within the meaning of Code section 4975. The Trustee shall comply with all federal and state securities laws and with all applicable provisions of ERISA when purchasing or selling Company Stock, including, if required, the condition that no more than adequate consideration (as defined in Section 3(18) of ERISA) be paid for such Company Stock, and no commission be charged when a purchase or sale of Company Stock is made from a "party in interest" or a "disqualified person."
Sample 1
Investment in Company Stock. The Executive agrees that he will purchase for his own account 262,500 shares of Common Stock within one hundred eighty (180) days of the Effective Date (the "PURCHASED SHARES"). The Company shall grant such reasonable extensions, in light of the circumstances, as may be requested by the Executive. In no event will Executive be required to expend more than Two Million Six Hundred Thirty-Five Thousand Dollars ($2,635,000) for the Purchased Shares. The Executive also may purchase for his own account an additional 262,500 shares of Common Stock (the "ADDITIONAL SHARES"). The Executive agrees that in no event will he, as a result of his own volition, purchase or otherwise acquire, directly or indirectly, for his own account, more than 525,000 shares (included in this total are the Purchased Shares, the Additional Shares, any shares acquired as a result of the Executive's exercise of Option No.2, and any shares acquired under Company sponsored stock based plans, excluding shares acquired as a result of exercise in whole or in part of Option No.1 and other options or stock purchase rights that may be granted to the Executive by the Company in the future). In addition to the 525,000 shares, the Executive may acquire shares of Common Stock through the exercise of Option No. 1 and options and stock purchase rights that may be granted to the Executive by the Company in the future. The required and permitted number or kind of shares shall be adjusted by the Board of Directors of the Company or the Compensation
Sample 1
Investment in Company Stock. Subject to any applicable limitations in Section 6.2, all or part of the Trust Fund may be invested in Company Stock. The Company Stock shall be held in a Company Stock fund and the Trustee may hold a portion of the Company Stock fund in cash, cash equivalents, or investments other than Company Stock.
Sample 1
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Investment in Company Stock. Subject to any applicable limitations in Section 6.2, all or part of the Trust Fund may be invested in Company Stock. ING U.S. Stock shall be held in an ING U.S. Stock fund and ING Groep Stock shall be held in a ING Groep Stock fund. The Trustee may hold a portion of each of the ING U.S. Stock fund and the ING Groep Stock fund in cash, cash equivalents or investments other than ING U.S. Stock or ING Groep Stock, respectively.
Sample 1
Investment in Company Stock. If the Company provides for a Company Stock Fund, the Fund shall be comprised of Company Stock and sufficient deposit or money market type assets to handle the Fund's liquidity and disbursement needs. The Fund may be as large as necessary to comply with Participants' and Beneficiaries' investment elections as well the total investment of Participants' and Beneficiaries' Profit Sharing Post-09/30/96
Sample 1

Related to Investment in 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;

  • Parent Stock (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 10,319,628 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant hereto, or pursuant to any of the Potential Acquisitions as defined in the Memorandum), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 174,061 (as of the Closing Date, 174,526) shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule -------- 5.6 hereto, there are no options, warrants, calls, agreements, commitments or --- other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent.

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

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Company Stock Options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

  • 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 of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • 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.

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