Outstanding Company Shares Sample Clauses

Outstanding Company Shares. The Company Shares constitute all of the outstanding stock of the Company and there are no shareholders of the Company other than the Sellers.
Sample 1Sample 2
AutoNDA by SimpleDocs
Outstanding Company Shares. A total of 1,000 Company Shares are issued and outstanding, all of which are owned of record and beneficially by Seller, free and clear of all Encumbrances. All issued and outstanding Company Shares have been duly authorized and validly issued, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no liability for dividends or distributions to holders of Company Shares that are accrued and unpaid by the Company. Seller has good and valid title to all issued and outstanding Company Shares and there are no limitations or restrictions on Seller’s right to transfer such Company Shares to Buyer pursuant to this Agreement. Upon transfer of all Company Shares to Buyer in accordance with the terms of Article 2, Buyer will receive valid title to the Company Shares free and clear of all Encumbrances.
Sample 1
Outstanding Company Shares. The term "Outstanding Company Shares" shall be equal to the sum of (i) the aggregate number of shares of Company Common Stock (as defined in Section 2.2 below) outstanding immediately prior to the Effective Time, including shares of Company Common Stock issuable upon conversion of Company Preferred Stock (as defined in Section 2.2 below) prior to the Effective Time, (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any Company Options outstanding immediately prior to the Effective Time, whether or not contingent or earned, provided, however, that (A) shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.27 hereof in excess of the sum of (I) an aggregate of 50% of the shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.27 hereof and (II) any Company Options cancelled or shares of Company Common Stock repurchased by Company subsequent to the date hereof and prior to the Effective Time, and (B) shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.28 hereof shall not be considered Outstanding Company Shares, (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any Company Warrants outstanding immediately prior to the Effective Time, whether or not contingent or earned, and (iv) the aggregate number of shares of Company Common Stock issuable pursuant to any Other Company Stock Rights outstanding immediately prior to the Effective Time, whether or not contingent or earned, in the case of clauses (ii), (iii) and (iv) after giving effect to the conversion of any securities convertible into Company Common Stock. The number of shares of Parent Common Stock issuable upon the assumption of Company Options by Parent pursuant to this Agreement of the Company Options referred to in clauses (A) (as modified by subclauses I and II) and (B) of the immediately preceding sentence are referred to as the "Additional Parent Shares."
Sample 1
Outstanding Company Shares. Subject to the provisions of this Section 2.2, each share of common stock, par value $0.01 per share of the Company (the "Company Shares"), issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined in Section 2.3)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled, extinguished and converted automatically into the right to receive $30.00 in cash (the "Merger Consideration") payable to the holder thereof, without interest, less any required withholding taxes, upon surrender in the manner provided in Section 2.4 of the certificate that prior to the Merger represented such Company Share. Each Company Share held in treasury shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and cease to exist. (b)
Sample 1
Outstanding Company Shares. 3 Parent.................................................................. 18
Sample 1

Related to Outstanding Company Shares

  • Outstanding Shares On the Closing Date, Pubco will have no more than 7,669,521 shares of Pubco Common Stock issued and outstanding immediately prior to the issuance of the Pubco Shares and the Pubco Warrants as contemplated by this Agreement and will have no more than 43,767,021 shares Pubco Common Stock and 3,048,750 Pubco Warrants issued and outstanding immediately after the issuance of the Pubco Shares and the Pubco Warrants as contemplated by this Agreement.

  • 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.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Outstanding With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • 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.

  • Common Shares 4 Company...................................................................................... 4

  • Outstanding Warrants Only The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption is met. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Outstanding Obligations Borrower shall have no obligations as of the date of this Agreement except those approved by HUD in writing and, except for those approved obligations, the Land has been paid for in full (or if the Land is subject to a leasehold interest, it must be subject to a HUD-approved lease), and is free from any liens or purchase money obligations, except as approved by HUD. As of the date hereof, all contractual obligations relating to the Project have been fully disclosed to HUD.

Time is Money Join Law Insider Premium to draft better contracts faster.