The Subject Securities Sample Clauses

The 'Subject Securities' clause defines which specific securities are covered or governed by the agreement. It typically identifies the shares, bonds, or other financial instruments involved, often by class, number, or other distinguishing features. For example, it may specify that only a certain series of preferred stock or a particular tranche of bonds are included. This clause ensures clarity by precisely delineating the scope of the agreement, preventing ambiguity about which securities are subject to its terms.
The Subject Securities. The Stockholder is the beneficial owner of the Subject Securities. All of the Subject Warrants are fully vested and freely exercisable by the Stockholder to acquire any and all shares of Company Common Stock underlying the Subject Warrants at its option. The Stockholder does not beneficially own any shares of capital stock of the Company or securities convertible or exchangeable for shares of capital stock of the Company, other than the Subject Securities. The Stockholder has the sole right and power to vote and dispose of the Subject Securities, and none of such Subject Securities is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or transfer of any of the Subject Securities, except as contemplated by this Agreement.
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The Subject Securities. Each Shareholder shall hold and at the Closing shall transfer to Purchaser good, valid and marketable title to its respective Subject Securities, free and clear of all liens, claims and encumbrances of any kind or character whatsoever.
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The Subject Securities. Such Fund is the record holder of the number of Subject Shares and Subject Warrants set forth opposite its name on Schedule A hereto. Such Fund has good and marketable title to the Subject Securities set forth opposite its name on Schedule A hereto and at all times during the term hereof and on the Closing Date and on the Option Closing Date will have good and valid title to its Subject Shares, free and clear of all liens, claims, security interests or other charges or encumbrances, and, upon delivery thereof to Newco against delivery of the consideration therefor pursuant to this Agreement, good and valid title thereto, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Newco), will pass to Newco. Such Fund does not own of record any shares of capital stock of the Company or securities convertible or exchangeable for shares of capital stock of the Company, other than the Subject Securities. The Stockholder has the sole right and power to vote and dispose of the Subject Securities owned of record by such Fund, except as contemplated by this Agreement.
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The Subject Securities. As of the date of this Agreement, such Shareholder is the legal and beneficial owner of and, together with the applicable controlling entity or entities of such Shareholder (as applicable, the “Controlling Entities”), has the sole right to vote and dispose of such Shareholder’s Subject Securities, free and clear of any Liens whatsoever, except for any Liens which arise hereunder and transfer restrictions contained in the Opco Partnership Agreement. None of such Shareholder’s Subject Securities is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by this Agreement. Without limiting the generality of the foregoing and other than the Opco Partnership Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Shareholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), any or all of the Subject Securities, other than a Transfer, such as a hedging or derivative transaction, with respect to which such Shareholder (and/or its Controlling Entities) retains its Subject Securities and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period (as defined below) and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Securities.
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The Subject Securities. (i) As of the Signing Date, the Stockholder directly owns, is the record and beneficial owner of, and has the sole right to vote and dispose of the following: (1) [ ] shares of Company Series B Preferred Stock; (2) the following Warrants: a. [one or more Series E Warrants, issued on March 2, 2009 (such series of Warrant, “Series E Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock;] b. [one or more Series I Warrants, issued on May 17, 2010 (such series of Warrant, “Series I Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock;] c. [one or more Series J Warrants, issued on October 7, 2010 (such series of Warrant, “Series J Warrants”)¸ to purchase an aggregate of [ ] shares of Company Common Stock;] d. [one or more Series K Warrants, issued on February 22, 2011 (such series of Warrant, “Series K Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock;] e. [one or more Series L Warrants, issued on August 16, 2011 (such series of Warrant, “Series L Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock; and] f. [one or more Series M Warrants, issued on September 28, 2011 (such series of Warrant, “Series M Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock.] (ii) Other than Company Common Stock and the Company Securities set forth in Section 2.1(d)(i), the Stockholder does not directly or indirectly own, is not the record or beneficial owner of, and does not have the right to vote or dispose of, any Company Securities. The Stockholder owns all of the Subject Securities (including, as of the Signing Date, the Securities set forth in Section 2.1(d)(i)), free and clear of any Liens, except for any Liens that arise as a result hereof and restrictions on transfer of such Securities that might exist under applicable securities Laws. (iii) Except for the Merger Agreement or as set forth in the COD, (A) there are no Contracts requiring the Stockholder to Transfer, or cause to be Transferred, any Subject Security and (B) no Person has any contractual or other right or obligation to purchase or otherwise acquire any Subject Security. (iv) Neither the Stockholder nor any of the Stockholder’s Affiliates are a party to, or otherwise subject to, any Derivative Transaction with respect to any Company Security.
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Related to The Subject Securities

  • The Subject Shares Such Security Holder is the record and beneficial owner (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”), free and clear of any liens or other encumbrances whatsoever. Such Security Holder does not own, of record or beneficially, any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder; and, such Security Holder does not have any voting rights with respect to any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectively, the “Proposed Actions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Subject Shares held by such Security Holder, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to any of the Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matter.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

  • Legending of Subject Securities 9.1 The Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Securities will bear a legend in substantially the following form: “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.” 9.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement. 9.3 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

  • Company Securities Except as set forth in this Section 5.6, as of the Capitalization Date, there were (i) no outstanding shares of capital stock of, or other equity or voting interest in (including voting debt), the Company; (ii) no outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or equity-based right or interest or voting interest (including voting debt) in, the Company; (iii) no outstanding options, warrants, other equity or equity-based rights or other rights or binding arrangements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in (including voting debt), or any securities convertible into or exchangeable for such shares of capital stock of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any such option, equity or equity-based right, warrant, right, convertible, exchangeable or exercisable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including voting debt) in, the Company; (v) no outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Company Common Stock, the “Company Securities”); (vi) no voting trusts (other than the Support Agreements), proxies or similar Contracts to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, the Company; (vii) except as provided in the Charter or the Bylaws, no obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound; and (viii) no other obligations by the Company to make any payments based on the price or value of any Company Securities. The Company is not party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Company Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Common Stock. The Company does not have a stockholder rights plan in effect.

  • Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.