ACQUISITION OF COMPANY SECURITIES Sample Clauses

ACQUISITION OF COMPANY SECURITIES. The Shareholder agrees that any Company Common Shares that the Shareholder purchases or with respect to which the Shareholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Closing shall be subject to the terms and conditions of this Agreement, including the proxy granted to Radiant under this Agreement to the same extent as if they were considered shares held by the Shareholder at the time the proxy was granted.
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ACQUISITION OF COMPANY SECURITIES. The Shareholder agrees that any Company Common Shares that the Shareholder purchases or with respect to which the Shareholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Closing shall be subject to the terms and conditions of this Agreement, and shall be subject to the proxy granted to Southwest under Section 1, to the same extent as if they constituted Shares held by the Shareholder at the time the proxy was granted.
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ACQUISITION OF COMPANY SECURITIES. Each Holder agrees with the Company that, without the prior approval of a majority of the members of the Board of Directors at a duly convened meeting thereof or of all of the Company s directors by written consent thereto, prior to the Standstill Termination Date such Holder will not, and will cause each of its Affiliates not to, singly or as part of a partnership, limited partnership, syndicate or other 13D Group, directly or indirectly, (i) acquire Beneficial Ownership of any Common Stock or Common Stock Equivalents (other than pursuant to (A) exercise of any Warrant, (B) the receipt of any dividends payable in Common Stock or Common Stock Equivalents or (C) an acquisition as a result of which the Holders and their Affiliates would not Beneficially Own Common Stock or Common Stock Equivalents representing in the aggregate more than 25.0% of the outstanding Common Stock and Common Stock Equivalents) or (ii) commence an unsolicited tender offer or exchange offer for all or any portion of the Common Stock or any class of Common Stock Equivalent not owned by the Holders or any unsolicited offer to the Company to purchase all or substantially all of the assets of the Company; provided, however, that the foregoing restrictions shall cease to apply if a bona fide offer, tender offer or exchange offer is made by any Person (other than the Company, any Holder or any Affiliate of any Holder) to purchase outstanding shares of Common Stock or any Common Stock Equivalent representing 50% or more of the Common Stock or any class of Common Stock Equivalent and such offer is not accepted or rejected by the Company within five days after it is made; and provided, further, that (a) the $25,000,000 aggregate principal amount of the 4.5% Convertible Subordinated Debentures due December 15, 2001 of the Company Beneficially Owned by McVeigh & Co., L.P. on the date of xxxx Xxreement (and any shares of Common Stock issuable upon conversion thereof) shall not be counted for purposes of determining compliance with the limitations of this Section 3.1 and (b) McVeigh & Co., L.P., for its own acxxxxx xr for its client accounts (which may include affiliates or associates of the Holders), is permitted to engage in arbitrage and related trading in the equity and debt securities of the Company in the ordinary course of business, provided that no confidential information has been disclosed to any person directing such trading or executing any order with respect thereto, such activity is...
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ACQUISITION OF COMPANY SECURITIES. (a) From and after the date hereof and until the Permitted Acquisition Date (as defined in Section 5.5(c)(i) of this Agreement), without the prior written consent of the Company, the Purchaser shall not purchase or otherwise acquire or propose or offer to purchase or otherwise acquire, and the Purchaser shall prevent all Purchaser Affiliates (as defined in Section 8(a) of this Agreement) from beneficially purchasing or otherwise acquiring or proposing or offering to purchase or otherwise acquire, directly or indirectly, whether by tender or exchange offer, market purchase, privately negotiated purchase, merger or other business combination or otherwise, either any securities of the Company (or any beneficial ownership interest therein) or any Voting Interest (as defined in Section 5.5(c)(ii) of this Agreement) other Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. than securities and the Voting Interest beneficially owned by the Purchaser as of the date hereof and after giving effect to the Closing; provided, that: -------- ----
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Related to ACQUISITION OF COMPANY SECURITIES

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Company Securities Section 3.2(a)........................................11

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Subsequent Acquisition of Shares Any Equity Securities of PubCo acquired subsequent to the Effective Date by a Holder shall be subject to the terms and conditions of this Investor Rights Agreement and such shares shall be considered to be “Registrable Securities” as such term is used in this Investor Rights Agreement.

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