UniCapital Stock definition

UniCapital Stock is defined in Section 2.1(a).
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Examples of UniCapital Stock in a sentence

  • Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant.

  • The Registration Statement shall have been declared effective by the SEC not later than June 30, 1998, UniCapital and the underwriters named therein shall have executed the Underwriting Agreement and the underwriters named therein shall have agreed to acquire, subject to the conditions set forth in the Underwriting Agreement, the shares of UniCapital Stock covered by the Registration Statement.

  • UniCapital shall have filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-1 covering the offer and sale of shares of UniCapital Stock in the IPO (the "Registration Statement").

  • The UniCapital Stock to be issued upon the conversion of Company Stock pursuant to the terms of this Agreement will be free and clear of all liens, encumbrances and claims of every kind, other than restrictions upon transfer contained herein and other than any liens, encumbrances or claims arising other than by the actions of UniCapital or Newco.

  • The Stockholders further represent and warrant that they (a) fully understand the nature, scope and duration of the limitations on transfer contained in this Agreement and (b) have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment and therefore have the capacity to protect their own interests in connection with the acquisition of the UniCapital Stock.

  • The Stockholders represent and warrant that the shares of UniCapital Stock to be acquired by the Stockholders pursuant to this Agreement are being acquired solely for their own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.

  • The Stockholders represent and warrant that they are able to bear the economic risk of an investment in UniCapital Stock acquired pursuant to this Agreement and can afford to sustain a total loss of such investment.

  • The Stockholders covenant, warrant and represent that none of the shares of UniCapital Stock issued to such Stockholders will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act and the rules and regulations of the SEC thereunder, and except after full compliance with any applicable state securities laws.

  • The Stockholders acknowledge and agree that the shares of UniCapital Stock to be delivered to the Stockholders pursuant to this Agreement have not been and will not be registered under the Securities Act and therefore may not be resold without compliance with the Securities Act.

  • The certificates evidencing the UniCapital Stock to be received by the Stockholders hereunder will bear a legend substantially in the form set forth below and containing such other information as UniCapital may deem appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS.

Related to UniCapital Stock

  • Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

  • Capital stock tax means a tax measured in any way by the capital of a corporation considered in its entirety.

  • Excluded Capital Stock means:

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Redeemable Capital Stock means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity.

  • Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;

  • Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) Working Day from the closure of the Tendering Period for the Offer.

  • Treasury Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).

  • Equity Interests means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Notes.

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

  • Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2).

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Common Shares means the common shares in the capital of the Corporation;

  • Equity Securities means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

  • equity share capital means, in relation to a company, its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Description of Capital Stock and "Shares Eligible for Future Sale" and (B) in the Registration Statement in Items 14 and 15 insofar as such statements constitute a summary of matters of law, are in all material respects, accurate summaries and fairly present the information called for with respect to such matters.

  • Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Capital Stock Sale Proceeds means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or the Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.