Ownership of Outstanding Securities Sample Clauses

Ownership of Outstanding Securities. Founder is the sole record and beneficial owner of the Outstanding Securities set forth opposite the Founder’s name on Exhibit E, and owns all right, title and interest in and to such Outstanding Securities free and clear of any liens, security interests or other encumbrances. Founder’s conversion of the Founder’s Outstanding Securities is not subject to any right of first refusal, co-sale right or other contractual restriction, and no consent of any third party is required in order to effect the conversion of such Outstanding Securities. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Sample 1
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Ownership of Outstanding Securities. Securityholder is the sole record and beneficial owner of the shares of the Outstanding Securities set forth opposite the Securityholder’s name on Exhibit E, and owns all right, title and interest in and to such Outstanding Securities free and clear of any liens, security interests or other encumbrances. The conversion of such Securityholder’s Outstanding Securities in accordance with this Agreement is not subject to any right of first refusal, co-sale right or other contractual restriction, and no consent of any third party is required in order to effect the conversion of such Outstanding Securities.
Sample 1
Ownership of Outstanding Securities. The Stockholder owns substantially all of the outstanding equity securities issued by the Company, including all securities (other than stock options granted to employees and non-employee directors of the Company and Series U Preferred Stock and Series T Preferred Stock) convertible into equity securities other than the Series V Preferred Stock.
Sample 1

Related to Ownership of Outstanding Securities

  • Ownership of Outstanding Shares Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions, Parent covenants and agrees in favour of ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than Parent or any of its Affiliates, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo.

  • Holding Securities The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:

  • Ownership of Notes (a) A Note may be transferred by the Note Holder to any person in accordance with 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 Securities All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

  • Outstanding Shares On the Closing Date, Pubco will have not more than 95,366,525 common shares issued and outstanding in the capital of Pubco after giving effect to the cancellation and issuance of the Pubco Shares contemplated in this Agreement, and to the private placement agreement referenced in below article 6.13.

  • Outstanding Security Holders Section 3.3(d) of the Disclosure Schedule sets forth a complete list of all outstanding shareholders, option holders and other security holders of the Company as of the date hereof.

  • Securities Owned by Company Deemed Not Outstanding In determining whether the holders of the requisite aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledgee is not the Company or any such other obligor or person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

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