Superior Stock definition
Examples of Superior Stock in a sentence
The number of shares of Superior Stock outstanding as of the date of this Agreement is one thousand (1,000).
All authorizations, approvals or permits of any governmental authority or regulatory body that are required in connection with the lawful issuance and exchange of the GPRE Stock and the exchange of Superior Stock pursuant to this Agreement shall have been duly obtained and shall be in full force and effect.
Controlling Manager owns all of the membership interest of Superior (the "Superior Stock").
Each Replacement Option shall be granted pursuant to a stock option plan maintained by ▇▇▇▇▇▇ or the Superior Stock Option Plan, as determined by ▇▇▇▇▇▇ in its sole discretion.
The parties hereto shall deliver any and all other instruments or documents reasonably required to be delivered pursuant to, or necessary or proper in order to give effect to, all of the terms and provisions of this Agreement including, without limitation, all necessary stock powers and such other instruments of transfer as may be necessary or desirable to transfer ownership of the Superior Stock.
Not declare or make any Distribution to its shareholders in the form of Superior Stock or proceeds representing a liquidation or other distribution in return of capital of Superior Stock.
Superior and Controlling Manager have taken all action necessary to authorize this Agreement and the sale of the Superior Stock to be exchanged hereunder.
Superior shall, in accordance with the terms of the Superior Stock Option Plan, cause each Superior Option that is outstanding under such plan at the Effective Time that has an exercise price in excess of the market price of the Superior Common Stock on the Closing Date (each an "Out-of-the-Money Superior Option") to be canceled as of the Effective Time.
No consent, approval, qualification, order or authorization of, or filing with any governmental authority is required in connection with the offer and transfer of the Superior Stock by Controlling Manager or the consummation of any other transaction pursuant to this Agreement.
The execution, delivery and performance by Controlling Manager and Superior of this Agreement and the transfer of Superior Stock will not result in any violation of or be in conflict with, or result in a breach of or constitute a default under, any term or provision of any Legal Requirement to which any Controlling Manager or Superior is subject, or Superior's Charter or Bylaws, or any Contractual Obligation to which any Controlling Manager or Superior is a party or by which any such party is bound.