Options and Rights to Acquire Equity Sample Clauses

Options and Rights to Acquire Equity. Except as set forth on Schedule 4.2(d), there are outstanding (i) no securities or equity interests of any Tejas Company convertible into or exchangeable for shares of capital stock or other voting securities or equity interest of any Tejas Company, (ii) no options or other rights to acquire and no obligation to issue or sell, any shares of capital stock or other voting securities or equity interest of any Tejas Company or any securities convertible into or exchangeable for such capital stock or voting securities or equity interest, and (iii) no equity equivalents or other similar rights of or with respect to any Tejas Company. There are no outstanding obligations of Seller or any Tejas Company to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights.
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Options and Rights to Acquire Equity. Except as set forth on Schedules 4.2(a) or 4.2(d), there are outstanding (i) no securities of any Seller, Seller Affiliate or any MidCon Entity convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of any MidCon Entity, (ii) no options, warrants, preemptive or other rights to acquire from Seller, any Seller Affiliate or any MidCon Entity, and no obligation of Seller, any Seller Affiliate or any MidCon Entity to issue or sell, any shares of capital stock or other voting securities of any MidCon Entity or any securities convertible into or exchangeable or exercisable for such capital stock or voting securities, other than the rights of Buyer to acquire the Purchased Shares pursuant to this Agreement, and (iii) no equity equivalents or other similar rights of or with respect to any MidCon Entity. There are outstanding no obligations of Seller, Seller Affiliate or any MidCon Entity to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights.
Options and Rights to Acquire Equity. There are outstanding (i) no securities of any Acquired Company convertible into or exchangeable for shares of capital stock or other voting securities of any Acquired Company, (ii) no options or other rights to acquire, and no obligation to issue or sell, any shares of capital stock or other voting securities of any Acquired Company or any securities convertible into or exchangeable for such capital stock or voting securities, and (iii) no equity equivalents or other similar rights of or with respect to any Acquired Company. Except to the extent of obligations that constitute Retained Liabilities, there are no outstanding obligations to repurchase, redeem, retire or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights, to make any distributions in respect thereto, or to provide funds to or make any investments (in the form of a loan, capital contribution, or otherwise) in any Person or Persons.
Options and Rights to Acquire Equity. Except as set forth on Schedule 5.1(e), there are no outstanding (i) securities of the Company convertible into or exchangeable for equity interests or other voting securities of the Company, (ii) options or other rights to acquire from the Company, or other obligation of the Company to issue or sell, any equity interest or other voting securities of the Company or any securities convertible into or exchangeable for such equity interest or voting securities, or (iii) other equity or equity equivalents or other similar rights, or options for same, of or with respect to the Company. Except as set forth on Schedule 5.1(e), there are no outstanding obligations of the Company to repurchase, redeem, or otherwise acquire or to issue or transfer any of the foregoing securities, options, equity, equity equivalents, interests or rights.
Options and Rights to Acquire Equity. There are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Seller or an Acquired Entity to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any capital stock of an Acquired Entity or a Partially-Owned Entity, nor are there outstanding any securities or obligations of any kind of an Acquired Entity which are convertible into or exercisable or exchangeable for any capital stock of an Acquired Entity or any other Person and no Acquired Entity and, to the Knowledge of Seller, no Partially-Owned Entity has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities. Except as disclosed in Sections 4.2(e) and 4.18 of Seller’s Disclosure Schedule, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of an Acquired Entity. There are no outstanding bonds, debentures or other evidences of indebtedness of any Acquired Entity having the right to vote (or that are exchangeable or convertible for or exercisable into securities having the right to vote) with the holders of common shares of each Acquired Entity on any matter. There are no stockholder agreements, proxies, voting trusts, rights to require registration under securities Laws or other arrangements or commitments to which Seller or an Acquired Entity is a party or bound with respect to the voting, disposition or registration of any outstanding securities of an Acquired Entity or a Partially-Owned Entity.
Options and Rights to Acquire Equity. Except as set forth on Schedule 4.2(d), there are outstanding (i) no securities of any Seller, Seller Affiliate or the Company convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of the Company, (ii) no options, warrants, preemptive or other rights to acquire from Seller, any Seller Affiliate or the Company, and no obligation of Seller, any Seller Affiliate or the Company to issue or sell, any shares of capital stock or other equity interests of the Company or any securities convertible into or exchangeable or exercisable for such capital stock or equity interests, other than the rights of Buyer to acquire the Purchased Interests pursuant to this Agreement, and (iii) no equity equivalents or other similar rights of or with respect to the Company. There are outstanding no obligations of Seller, Seller Affiliate or the Company to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights.

Related to Options and Rights to Acquire Equity

  • Options and Rights In the event that, during the term of this pledge, subscription Options or other rights or options shall be issued in connection with the pledged Shares, such rights, Options and options shall be the property of Pledgor and, if exercised by Pledgor, all new stock or other securities so acquired by Pledgor as it relates to the pledged Shares then held by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under the terms of this Security Agreement in the same manner as the Shares pledged.

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 2.5) of such shares would be less than the Current Market Price immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • Sale of Shares to Affiliates You may sell our Shares at net asset value to certain of your and our affiliated persons pursuant to the applicable provisions of the Federal securities statutes and rules or regulations thereunder (the “Rules and Regulations”), including Rule 22d-1 under the 1940 Act, as amended from time to time.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Options, Warrants and Rights Grant or issue any options, warrants, calls, puts or other rights of any kind relating to the purchase, redemption or conversion of shares of its capital stock or any other securities (including securities convertible into capital stock) or enter into any agreement or understanding with respect to any such action.

  • March-in Rights The Performer agrees that, with respect to any subject invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive licensee of a subject invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the right to grant such a license itself if DARPA determines that:

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Stock Appreciation Rights The Grantee or other person entitled to exercise this Option is further hereby granted the right ("Stock Appreciation Right") in lieu of exercising this Option or any portion thereof to receive an amount equal to the lesser of (a) the excess of the Fair Market Value of the stock subject to this Option or such portion thereof over the aggregate exercise price for such shares hereunder as of the date the Stock Appreciation Right is exercised, or (b) 200% of the aggregate exercise price for such shares hereunder. The amount payable upon exercise of such Stock Appreciation Right may be settled by payment in cash or in shares of the class then subject to this Option valued on the basis of their Fair Market Value on the date Stock Appreciation Right is exercised, or in a combination of cash and such shares so valued. No Stock Appreciation Right may be exercised, in whole or in part, (i) other than in connection with the contemporaneous surrender without exercise of this Option or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised, or (ii) except to the extent that this Option or such portion thereof is exercisable on the date of exercise of the Stock Appreciation Right by the Person exercising the Stock Appreciation Right, or (iii) unless the class of stock then subject to this Option is then Publicly Traded.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

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