Keyhold definition
Examples of Keyhold in a sentence
Common Stock ------------------------------------------------------ Authorized Outstanding % of Shares Pledged Interest Issuer Pledgor Shares Shares Pledged ------------------------------------------------------------------------------------------------------------------------- Keyhold, Inc.
SG is not a party to any option, warrant, purchase right, or other contract or commitment that could require SG to sell, transfer, or otherwise dispose of any capital stock of Keyhold (other than this Agreement and the agreements referred to in ss.7(a)(xi) (the "SG Documents").
Except as set forth in the SG Documents, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Keyhold to issue, sell, or otherwise cause to become outstanding any of its capital stock.
All of the issued and outstanding Keyhold Shares have been duly authorized, are validly issued, fully paid, and nonassessable.
None of KCI and its Subsidiaries has been involved in any material business arrangement or relationship with any of the KCI Sellers or SG or their respective Affiliates (other than KCI and Keyhold and their respective Subsidiaries) within the past 12 months, and none of the KCI Sellers and SG and their respective Affiliates (other than KCI and Keyhold and their respective Subsidiaries) owns any material asset, tangible or intangible, which is used in the business of any of KCI and its Subsidiaries.
There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Keyhold.
SG holds of record and owns beneficially 100 Keyhold Shares, and immediately after the consummation of the Exchange will hold of record and own beneficially 137,931 KCI Preferred shares, in each case free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims and demands.
Except for the SG Documents, Keyhold is not a party to any agreement, whether written or oral, relative to its equity interests in KCI or its Subsidiaries, including any option, warrant, purchase right, or other contract or commitment that could require Keyhold to sell, transfer, or otherwise dispose of any of KCLLC Shares or any voting trust, proxy, or other agreement or understanding with respect to the voting of KCLLC Shares.
Keyhold is not and has never been a party to, bound by or subject to any agreement except the SG Documents.
Neither SG nor Keyhold has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Buyers could become liable or obligated.