Shares of the Company Sample Clauses

Shares of the Company. The Company Capital Stock that the Selling Shareholders are selling to Purchaser is free and clear of all liens, charges, encumbrances and preemptive rights, and represent all of the Company's issued and outstanding shares. No party, other than the Selling Shareholders, has any interest in the Company Capital Stock. Upon delivery to the Purchaser at the Closing of certificates representing the Company Capital Stock, good and valid title to the Company Capital Stock will pass to the Purchaser, free and clear of any Lien. Each Selling Shareholder has good and marketable title to all of the shares of Company Capital Stock to be sold by such Selling Shareholder hereunder and the absolute right to sell, assign, transfer and deliver the Company Capital Stock registered in such Selling Shareholder's name to the Purchaser, free and clear of all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, hypothecations, prior assignments, title retention agreements, security agreements or any other limitation, encumbrance or restriction of any kind.

Shares of the Company. As of the Execution Date, neither the Investor nor any of its Affiliates (as defined in Section 6.1(a)) own, directly or indirectly, any shares of Common Stock of the Company.

Shares of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company: (a) Each share of (i) common stock, par value $.001 per share, of the Company ("Company Common Stock"), (ii) Series A Preferred Stock, par value $.001 per share of the Company, (iii) Series AA Convertible Preferred Stock, par value $.001 per share of the Company, and (iv) Series AA-2 Convertible Preferred Stock, par value $.001 per share of the Company (collectively, together with Company Common Stock, "Company Stock"), other than shares of Company Common Stock held of record or beneficially by Parent, Subsidiary, Parent Subsidiaries and/or their affiliates, issued and outstanding at the Effective Time excluding shares as to which appraisal rights have been perfected in accordance with Section 262 of the DGCL), subject to the terms and conditions of this Agreement, shall be converted into the right to receive and become exchangeable for (the "Exchange Ratio") .090770 of a share of common stock, $.01 par value, of Parent ("Parent Common Stock"); provided, however that if, prior to the Closing Date, -------- Parent should split, recapitalize, reclassify or combine Parent Common Stock, or pay or grant to all stockholders of Parent a stock dividend or other stock distribution in Parent Common Stock or rights to acquire Parent Common Stock or otherwise change Parent Common Stock into any other securities, then the Exchange Ratio will be appropriately adjusted to fully reflect the effect of such split, recapitalization, reclassification, combination, stock dividend or other distribution or change. (b) In addition, each of the options to acquire up to an aggregate of 1,731,501 shares of Company Common Stock granted either under the Company's 1993 Incentive Stock Option Plan (the "Company Plan") or other than pursuant to the Company Plan that were issued and outstanding on October 29, 1997, as well as each of the warrants to acquire up to an aggregate of 2,000,000 shares of Company Common Stock that were issued and outstanding on October 29, 1997 (collectively, "Company Purchase Rights"), all of which are referred to in Section 4.2 of the Company Disclosure Schedule (to the extent not exercised prior to the Effective Time), shall be assumed by Parent and converted into like rights to purchase shares of Parent Common Stock with the respective number of shares issuable upon exercises of Company Purchase Rights and the respective exerci...

Shares of the Company. (a) Upon Closing, and subject to the investment capital increase being entered in the commercial register, the share capital of the Company shall consist as set out in Appendix 5.4, and there shall be no shares, securities, or rights to securities in the Company other than the shares of the Company set out in Appendix 5.4. (b) At the time of Closing, and subject to the investment capital increase being entered in the commercial register, all issued shares and investment shares are validly issued, fully paid up, and the share capital has not been reduced or otherwise repaid to the shareholders.

Shares of the Company. You may purchase one of the Company’s common shares for each NSO, but only if you pay $___(“Exercise Price”) for each common share purchased, you exercise the NSOs on or before ___(“Expiration Date”) and meet the terms and conditions described in this Agreement and in the Plan and in the Prospectus. Your NSOs will vest (and be exercisable) on ___[6 months from grant date] [12 months from grant date]. There are some special situations in which your NSOs may vest earlier. These are described later in this Agreement. At any one time you may not exercise NSOs to buy fewer than 100 common shares of the Company (or, if smaller, the number of your outstanding vested NSOs). Also, you may never exercise an NSO to purchase a fractional common share of the Company; NSOs for fractional common shares will always be redeemed for cash. After they vest, you may exercise your NSOs by completing a form. This form, and other procedures that you must follow, are available from M▇▇▇▇▇▇ L▇▇▇▇ or by contacting us at the number (or address) shown above. There are three exercise methods available to you. You will decide on the method at the time of exercise.

Shares of the Company. The authorized capital stock of the Company and the ownership of the issued capital stock of the Company are set forth in Part 1 (Details of the Share Seller, Shares etc.) of Annex 1 (Details Regarding Shares and Sale Assets). All of the Shares are owned beneficially and of record by the relevant Share Seller free and clear of any Encumbrances (other than the Encumbrances arising pursuant to this Agreement and the other Transaction Documents). All of the Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar right. Except as created pursuant to this Agreement and the other Transaction Documents, there are no outstanding options, warrants, securities, subscriptions, calls, pre-emptive or other rights (absolute, contingent or otherwise) or agreements that give any Person the right to purchase or otherwise receive or be issued any Shares or any security convertible into or exchangeable for any Shares or other equity or debt securities of the Company. There are no restrictions upon, or voting trusts or proxies of any kind with respect to the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on the Shares and, assuming receipt of the Sellers’ Required Approvals, there are no restrictions on the Sellers’ Representative’s ability to transfer the Shares to the Purchasers’ Representative at the Closing Date.

Shares of the Company. 3.3.1 All Shares and interests of the Company have been properly and validly, authorised, allotted and/or issued and are each fully paid-up and rank pari passu in all respects with each other. The Company is not subject to any actual or contingent obligation to issue or convert securities. 3.3.2 Apart from this Agreement, there are no binding agreements in force which provide for the issue, allotment, conversion, redemption, sale or transfer of, or grant a right (whether exercisable now or in the future; whether contingent or not and whether conditional or otherwise) to call for the issue, allotment, conversion, redemption, sale or transfer of shares, debentures, loan capital or other securities of the Company. 3.3.3 There is no Security Interest affecting un-issued shares, debentures or other securities of the Company. 3.3.4 There is no existing nor is there any binding agreement or obligation to create any Security Interest on or affecting shares of the Company. 3.3.5 The Company will not declare or pay any dividend or make any distribution (in cash or in kind) to its shareholders, except to pay any dividend which has been declared or which it is under a contractual obligation to pay but has not been paid prior to this Agreement.

Shares of the Company. (a) All of the Shares of the Company are validly issued and have been fully paid up. Schedule W.2.1(a) reflects the full number of outstanding shares, stock or phantom options, convertible bonds and other securities issued by the Company and the Company has not issued any other securities.

Shares of the Company. The parties hereto covenant and agree that the provisions of this Shareholders Agreement with respect to Shares of any class of the Company shall apply mutatis mutandis to any shares into which such shares or any of them may be converted, changed, reclassified, subdivided or consolidated and to any Shares of the Company which are received by the holders of such Shares as a stock dividend and to any Shares or other securities of the Company or of a successor company which may be received by the holders of Shares of the Company on a reorganization or amalgamation.