Xxxxxxx Shares. 17 6.05 Material Adverse Changes...................................... 17 6.06 Disclosure.................................................... 17 6.07
Xxxxxxx Shares. The shares of Xxxxxxx common stock to be issued and delivered as the Purchase Price pursuant to this Agreement will, on delivery of certificates therefor in accordance with the terms hereof, be duly authorized, fully paid in and nonassessable shares, validly issued and outstanding. Purchaser is not aware of any facts or circumstances that would prevent it from satisfying its obligation to cause a Registration Statement on Form S-3 to become and remain effective in accordance with the terms of Section 10.3 below.
Xxxxxxx Shares. The Xxxxxxx Shares for which the Acquired Company Shares and the Series A Preferred Shares shall be exchanged, shall be duly authorized by all necessary corporate action of Xxxxxxx, validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and other claims by third parties.
Xxxxxxx Shares. During the Voting Period, Xxxxxxx agrees to vote all shares of voting capital stock of the Company registered in Xxxxxxx’x name or beneficially owned by Xxxxxxx (as determined by Rule 13d-3 of the Securities Exchange Act of 1934, as amended), including any and all voting securities of the Company legally or beneficially acquired by Xxxxxxx after the date hereof (hereinafter collectively referred to as the “Xxxxxxx Shares”), in accordance with the provisions of this Section 2. For purposes of this Agreement, the “Voting Period” shall mean the period of time beginning on the date of this Agreement and ending on the earliest to occur of (i) the date that is 30 calendar days prior to the deadline established pursuant to the Company’s bylaws for the submission of stockholder nominations for the 2016 Meeting; (ii) the date on which a Termination Event occurs if an Agreed-Upon Candidate has not then been appointed to the Board; and (iii) if a Termination Event occurs and an Agreed-Upon Candidate has been appointed to the Board, the date on which such Agreed-Upon Candidate ceases to serve as a director for any reason; provided, however, that if the Agreed-Upon Candidate is nominated by the Board for re-election as a director of the Company at the 2016 Meeting and is included as a nominee in the Company’s proxy statement for the 2016 Meeting, the Voting Period shall thereafter be extended and will expire on the day immediately following the 2016 Meeting.
Xxxxxxx Shares. Except for the Xxxxxxx Shares listed on Schedule I hereto, the members of the Restricted Group do not beneficially own any shares of Common Stock.
Xxxxxxx Shares. Upon consummation of the transactions contemplated hereby and the issuance and delivery of certificates representing the Xxxxxxx Shares to the Sellers, the Xxxxxxx Shares will be validly issued, fully paid and non-assessable shares of Xxxxxxx Common Shares.
Xxxxxxx Shares. A number of shares of Buyer's unregistered common stock (the "Xxxxxxx Shares"), equal to $2,000,000 in value. The Xxxxxxx Shares shall be subject to the terms and conditions of that certain Registration Rights Agreement, substantially in the form of Exhibit F attached hereto (the "Registration Rights Agreement"). The number of Xxxxxxx Shares will be 123,381, arrived at by a quotient, the numerator of which is 2,000,000, and the denominator of which is $16.21, which is the average closing price for the ten (10) trading days between May 1, 2000 and May 10, 2000 (the "Trading Price"). In the event that the average closing price during the ten (10) day period prior to Closing is (A) $17.02 or higher, or (B) $15.40 or lower (in either case the "Adjusted Trading Price", then the number of Xxxxxxx Shares shall be recalculated using the quotient set forth above, but using $17.02 as the denominator (if the Adjusted Trading Price is equal to or greater than $17.02), or $15.40 as the denominator (if the Adjusted Trading Price is equal to or less than $15.40). The Parties agree that a number of Xxxxxxx Shares will be placed in escrow (the "Escrowed Shares") with the Escrow Agent at the Closing, to be held pending the exercise of any Set-Off Claim by Buyer pursuant to Section 8(f) below. In the event the number of Xxxxxxx shares delivered to the Seller at Closing is adjusted based upon the Adjusted Trading Price, the Escrowed Shares shall be subject to a pro-rata adjustment. The parties acknowledge that as of the date hereof, the Adjusted Trading Price has been applied resulting in the number of Xxxxxxx Shares being 129,871, of which 29,591 shall be deemed the Escrowed Shares, as contemplated by this paragraph.
Xxxxxxx Shares. Xxxxxx hereby agrees (a) not to sell in excess of 10,000 shares of Parent Common Stock in any thirty (30) day period following the Effective Time but prior to the first anniversary of the Effective Time, without the prior consent of the Chairman of the Board or the Chief Executive Officer of Parent; and (b) prior to the Effective Time, to place 125,000 of his shares of Parent Common Stock in escrow pursuant to an escrow agreement in the form of Exhibit A hereto (the "Escrow Agreement"). The foregoing share numbers shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization or any other like change with respect to Parent Common Stock occurring after the date hereof and prior to the lapse of the provisions of the preceding sentence.