Stockholders of the Company Sample Clauses

Stockholders of the Company. In no event shall Siemens, Acquisition or the Company be liable (before or after the Closing) for any fees and expenses of the stockholders of the Company relating to the transactions contemplated by this Agreement, including, without limitation, legal, accounting and financial advisory fees.
Stockholders of the Company. Schedule 2.5 hereto contains a true and complete list of the names and addresses of the record owners of all of the outstanding shares and other equity securities of the Company, together with the number securities held. To the best knowledge of the Company, there is no voting trust, agreement or arrangement among any of the beneficial holders of the shares affecting the nomination or election of directors or the exercise of the voting rights of the shares.
Stockholders of the Company. (a) As soon as reasonably practicable after the date of this Agreement, the Company shall mail to each Person who is a holder of record of certificates which represent the outstanding shares of Common Stock (each, a “Stock Certificate”) (i) the notices required in connection with having obtained the requisite consent of stockholders approving the Merger by Section 228(e) of the DGCL, including an information statement in a form reasonably acceptable to Parent describing in reasonable detail the Merger and this Agreement and including any other information required to be provided to the Stockholders under Applicable Law, (ii) the notice to Stockholders of their appraisal rights under Section 262 of the DGCL, (iii) a letter of transmittal in the form attached hereto as Exhibit C (the “Letter of Transmittal”) and (iv) instructions reasonably acceptable to Parent for effecting the surrender of such Stock Certificates for payment. The Letter of Transmittal shall (x) specify that delivery shall be effected and risk of loss and title to the shares of Capital Stock (or rights hereunder) represented by such Stock Certificates shall pass only upon actual delivery of the Stock Certificates to the Paying Agent, (y) include appropriate transmittal materials and instructions for use in effecting the surrender of the Stock Certificates in exchange for the portion of the Merger Consideration that such Person is entitled to receive pursuant to Section 2.8(b) and such Stockholder’s Pro Rata Share of the Other Seller Payments and (z) include a Joinder. After the Effective Time, the Merger Consideration and such other amounts (if any) shall be paid (without interest) as follows to each Stockholder who delivers (and only to a Stockholder who delivers) a duly executed Letter of Transmittal, a duly executed Joinder and surrenders such holder’s Stock Certificate or Stock Certificates (and such Stock Certificates shall thereafter be marked as canceled) or otherwise delivers a Lost Certificate Affidavit to the Paying Agent as and when provided in this Section 3.2:
Stockholders of the Company. The Company reasonably believes that it has fewer than 35 securityholders who are not "accredited investors" within the meaning of Rule 501 of the Securities Act. The Company will not issue or transfer any securities if the effect would be to render the prior sentence inaccurate. The Company has no reason to believe that the transactions contemplated hereby can not be consummated without registration under the Securities Act or state securities laws. The Company will provide such information, and take such actions as Parent may reasonably request, to demonstrate compliance with this Section.
Stockholders of the Company. The Compensation Committee has granted aggregate bonus opportunities for the Executive under the terms of the Bonus Plan as follows: For the First Contract Year: $900,000 For the Second Contract Year: $950,000 For the Third Contract Year: $1,000,000. The actual bonus payable to Executive in respect of each Contract Year during the Term of Employment shall be determined by the Compensation Committee, and shall be calculated with reference to the attainment by the Company and the Executive of performance goals for such Contract Year established by the Compensation Committee under the terms of the Bonus Plan.
Stockholders of the Company. Schedule 3.5 sets forth with respect to the Company (a) the name, address and federal taxpayer identification number of, and the number of outstanding shares of each class of its capital stock owned by, each stockholder of record as of the close of business on the date of this Agreement and (b) the name, address and federal taxpayer identification number of, and number of shares of each class of its capital stock beneficially owned by, each beneficial owner of outstanding shares of its capital stock (to the extent that record and beneficial ownership of any such shares are different). The stockholders set forth on Schedule 3.5 constitute all of the holders of all issued and outstanding shares of capital stock of the Company, and each of such stockholders owns such shares as are set forth on Schedule 3.5 free and clear of all Liens, restrictions and claims of any kind existing immediately prior to the Effective Time.
Stockholders of the Company. The Company has two stockholders and each stockholder is an "accredited" investor within the meaning of Rule 501 under the Securities Act.
Stockholders of the Company. 23 ARTICLE 4........................................................................................................24

Related to Stockholders of the Company

  • Liability of the Holders of the Certificates The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Bondholder in the capacity of an investor in the Bonds. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.

  • Lock-Up Agreement from Certain Securityholders of the Company On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form of Exhibit B hereto from the persons listed on Exhibit A hereto, and such agreement shall be in full force and effect on each of the First Closing Date and each Option Closing Date.

  • Immunity of Incorporators Stockholders Officers and Directors No recourse under or upon any obligation, covenant or agreement contained in this Agreement or in any agreement supplemental hereto, or in the Bonds, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any stockholder, member, officer or director, as such, past, present or future, of the Company or of any predecessor or, subject to Section 5.04, successor legal entity, either directly or through the Company or any predecessor or successor legal entity, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Bonds by the Holders thereof and as part of the consideration for the issuance of the Bonds.

  • Powers of the Company The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • Officers of the Company The officers of the Company shall be a chairman and chief executive officer, one or more vice-chairmen, a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed from time to time by the Management Committee. Any two or more offices may be held by the same person. Each officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed by the Management Committee. Election of an officer shall not of itself create contract rights.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the PBCL and the Articles of Incorporation and By-laws of the Surviving Corporation.

  • Directors and Officers of the Surviving Company The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company and the directors of the Surviving Company will be those persons listed on Schedule 2.05, in each case, serving until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Meetings of Holders of the Preferred Securities (a) No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a meeting of the Holders of the Preferred Securities to vote on any matter upon the written request of the Holders of at least twenty five percent (25%) in aggregate Liquidation Amount of the Outstanding Preferred Securities and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of the Preferred Securities to vote on any matters as to which such Holders are entitled to vote.

  • Successors of the Company The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession transaction shall be a breach of this Agreement and shall entitle the Executive to terminate his or her employment with the Company within three (3) months thereafter and to receive the benefits provided under Section 3 of this Agreement in the event of a Termination Upon Change of Control; provided, however, that (i) such termination of employment must be a Separation from Service and (ii) the Executive must deliver a Release of Claims as provided in Section 14. As used in this Agreement, “Company” shall mean the Company as defined above and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 15 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.