Company Securities definition
Examples of Company Securities in a sentence
The consummation of the Acquisition is referred to as the “Closing.” The date and time upon which the Closing is effective shall be referred to in this Agreement as the “Closing Date.” The purchase and sale of the Company Securities, the delivery of documents and other instruments that are required to be delivered at the Closing and the other events occurring at the Closing in accordance herewith shall be deemed to have occurred and executed simultaneously at 12:01 a.m. Eastern Time on the Closing Date.
Other than as provided in the Company’s Articles of Association or the Restated Articles and as provided in this Agreement, such Securityholder is not a party to any voting trust, proxy, or other Contract or understanding with respect to any of the Shares or other Company Securities held by such Securityholder.
Immediately following the Closing, Buyer (or, at ▇▇▇▇▇’s election, ▇▇▇▇▇’s Affiliate if the Buyer Option is exercised by an Affiliate of Buyer) will be the sole record and beneficial holder of all issued and outstanding shares of the Company’s share capital, and no Company Securities or other rights to acquire or receive any shares of the Company’s share capital shall remain outstanding.
On the terms and subject to the conditions of this Agreement, at the Closing, (a) each Securityholder shall, severally and not jointly, sell, transfer, assign, convey and deliver to Buyer all of its rights, title and interests in the Company Securities owned by such Securityholder, free and clear of any Liens, and (b) Buyer shall purchase and acquire all of the Company Securities held by each such Securityholder, free and clear of any Liens, for the consideration described in Section 3.5.
Prior to the Closing, the Company shall terminate or shall cause to be terminated any and all rights under or related to, and rights to acquire rights or interests in, Company Securities transferred, granted or issued, in each case, at or following the Effective Time in violation of this Agreement.