Outstanding Company Stock Sample Clauses

Outstanding Company Stock. As of the Agreement Date, the authorized capital stock of the Company consists of 1,000,000 shares of Company Stock, all of which are issued and outstanding. As of the Agreement Date, all issued and outstanding shares of Company Stock are held by the Sellers, in the respective number and amounts set forth opposite their name on Schedule 3.4(a) of the Company Disclosure Letter, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). Immediately following the consummation of the transactions contemplated by the Restructuring and as of the Closing Date, 100% of the issued and outstanding Company Stock shall be held by NewCo, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). All issued and outstanding Company Stock 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 material compliance with all requirements of applicable Law. There is no Liability for dividends or distributions to Company Shareholders accrued and unpaid by the Company. Other than the Company Stock, there are no other Equity Interests of the Company issued or outstanding, or that are required to be issued in connection with the Closing.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Outstanding Company Stock. As of the Execution Date, the issued and outstanding capital stock of the Company consists of 9,608,869 Common Shares and 250 shares of Series A-1 Convertible Preferred Shares. All such shares have been duly authorized and validly issued in accordance with the Articles, and have been fully paid and are nonassessable.
Sample 1See All (4)
Outstanding Company Stock. The term “Outstanding Company Stock” shall mean the number of shares of Company’s common stock that is deemed to be outstanding as of the Effective Date or the Additional Issuance Date (as applicable), which shall equal the sum of: (i) the number of shares of Company’s common stock issued and outstanding as of such date; (ii) the number of shares of Company’s common stock into which all shares of Company’s preferred stock or other equity security issued and outstanding as of such date could be converted if fully converted on the day immediately preceding such date; and (iii) the number of shares of Company’s common stock that would be issuable upon the exercise and/or conversion of all options, warrants, convertible securities and other rights to subscribe to or purchase any common stock, preferred stock or other equity security of Company (including instruments which are themselves convertible or which contain convertible features into any common stock, preferred stock or other equity security of Company) issued and outstanding as of such date, if fully exercised and/or converted on the day immediately preceding such date. *** Confidential material redacted and filed separately with the Commission.
Sample 1Sample 2Sample 3
Outstanding Company Stock. Each share of the Company Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of the Company Stock and shall not be affected by the Merger.
Sample 1
Outstanding Company Stock. At the Effective Time, automatically and without any action on the part of any holder thereof, each share of (i) Company Common Stock issued and outstanding at the Effective Time (other than Treasury Stock and shares of Company Common Stock owned, directly or indirectly, by Dexia) shall be converted into the right to receive US$76.00 in cash, without interest (the "Merger Consideration") and (ii) each share of Company Preferred Stock issued and outstanding at the Effective Time (other than shares of Company Preferred Stock owned, directly or indirectly, by Dexia) shall be converted into the right to receive US$46.35 in cash, without interest (the "Preferred Merger Consideration").
Sample 1
Outstanding Company Stock. Each share of Company Stock, excluding Treasury Stock and Dissenters' Shares, issued and outstanding immediately prior to the Effective Time, shall become and be converted into the right to receive from the Surviving Association $37.15 in cash, without interest (the "Offer Price"). At the Effective Time all such shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
Sample 1
Outstanding Company Stock. Except as otherwise provided in this Article I, each share of Company Stock (excluding any shares of Company Stock held by the Company or any of the Company Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted in good faith (“Treasury Stock”), and Company Stock held by Parent) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (i) a number of shares of the common stock of the Parent, without par value, (the “Parent Common Stock”) based upon a fixed exchange ratio of 4.38 shares of Parent Common Stock for each share of Company Stock (the “Stock Exchange Ratio”) and (ii) cash in the amount of $80.07 for each share of Company Stock (the “Cash Exchange Ratio,” together with the Stock Exchange Ratio, the “Merger Consideration”).
Sample 1
AutoNDA by SimpleDocs

Related to Outstanding Company Stock

  • 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.

  • 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.

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

  • 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.

  • 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;

  • 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.

  • Outstanding Fees Termination shall not relieve Client of the obligation to pay JAGGAER the fees agreed in the Order Form unless (i) Client terminates the Agreement in accordance with Section 5.3 above, in which case Client shall be entitled to a prorated refund of any pre-paid Subscription fees for the remaining number of months left in the Subscription Term following the effective date of termination or (ii) the Agreement is terminated in accordance with Section 6.1 or 7.1.

  • Outstanding Letters of Credit On the effective date of such increase, each Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.

  • Letters of Credit Issued for Account of Subsidiaries Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 2,000,000,000 shares of Common Stock, of which, 916,914,554 are issued and outstanding and 47,329,320 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock, 1,963,964 of which are issued and outstanding. 0 shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.

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