Common use of Company Subsidiary Securities Clause in Contracts

Company Subsidiary Securities. As of the date hereof, there are no outstanding: (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, or other ownership interests in any Subsidiary of the Company; (ii) options, warrants, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, or other ownership interests in) any Subsidiary of the Company; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), and (iii), together with the capital stock, voting securities, or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 20 contracts

Samples: Agreement and Plan of Merger (FaZe Holdings Inc.), Agreement and Plan of Merger (GameSquare Holdings, Inc.), Agreement and Plan of Merger (Realnetworks Inc)

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Company Subsidiary Securities. As of the date hereof, there are no outstanding: outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company; , (ii) options, warrants, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, securities or other ownership interests in) any Subsidiary of the Company; , or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), ) and (iii), together with the capital stock, voting securities, securities or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Sajan Inc), Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (Btu International Inc)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, or other ownership interests in any Subsidiary of the Company; (ii) options, warrants, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, or other ownership interests in) any Subsidiary of the Company; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in the foregoing clauses (i), (ii), and (iii), together with the capital stock, voting securities, or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (PRA Health Sciences, Inc.)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, or other ownership interests in any Subsidiary of the Company; (ii) options, warrants, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, or other ownership interests in) any Subsidiary of the Company; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), and (iii), together with the capital stock, voting securities, or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger

Company Subsidiary Securities. As of the date hereofof this Agreement, there are no outstanding: (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, or other ownership interests in any Subsidiary of the Company; (ii) options, warrants, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, or other ownership interests in) any Subsidiary of the Company; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectlyindirectly and in whole or in part, on the value or price of, any Subsidiary of the Company or any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), and (iii), together with the capital stock, voting securities, or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Ecology, Inc.), Agreement and Plan of Merger (NRC Group Holdings Corp.)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Company Voting Debt, capital stock, voting securities, or other ownership interests in any Subsidiary of the Company; (ii) options, warrants, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Company Voting Debt, capital stock, voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, or other ownership interests in) any Subsidiary of the Company; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), and (iii), together with the capital stock, voting securities, or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”), and there is no agreement or arrangement not yet fully performed that would result in the creation of any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Company Voting Debt, capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company; , (ii) options, warrants, calls, rights, securities, commitments, derivative contracts, forward sale contracts, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Company Voting Debt, capital stock, voting securities, securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, securities or other ownership interests in) any Subsidiary of the Company; , or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), ) and (iii), together with the capital stock, voting securities, securities or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)

Company Subsidiary Securities. As Except as set forth in Section 3.02(c) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding: outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company; , (ii) options, warrants, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, securities or other ownership interests in) any Subsidiary of the Company; , or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), ) and (iii), together with the capital stock, voting securities, securities or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Company Voting Debt, capital stock, voting securities, or other ownership interests in any Subsidiary of the Company; (ii) options, warrants, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Company Voting Debt, capital stock, voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, or other ownership interests in) any Subsidiary of the Company; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), and (iii), together with the capital stock, voting securities, or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tengasco Inc)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company; , (ii) options, warrants, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, securities or other ownership interests in) any Subsidiary of the Company; , or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, "phantom” stock, " stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case case, that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), ) and (iii), together with the capital stock, voting securities, securities or other ownership interests of such Subsidiaries, being referred to collectively as "Company Subsidiary Securities").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pioneer Power Solutions, Inc.)

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Company Subsidiary Securities. As of the date hereof, except as set forth in the Exchange Agreements and the EDG Holdco Operating Agreement, there are no outstanding: outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company; , (ii) options, warrants, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, securities or other ownership interests in) any Subsidiary of the Company; , or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), ) and (iii), together with the capital stock, voting securities, securities or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edgen Group Inc.)

Company Subsidiary Securities. As of the date hereof, there There are no outstanding: (i) Company Securities or securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, or other ownership interests in any Subsidiary of the Company; (ii) options, warrants, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, or other ownership interests in) any Subsidiary of the Company; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance sharesshares or units, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), and (iii), together with the capital stock, voting securities, or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iec Electronics Corp)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company; , (ii) options, warrants, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to 3270196v3 issue, any Voting Debt, capital stock, voting securities, securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, securities or other ownership interests in) any Subsidiary of the Company; , or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, "phantom” stock, " stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), ) and (iii), together with the capital stock, voting securities, securities or other ownership interests of such Subsidiaries, being referred to collectively as "Company Subsidiary Securities").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gateway Energy Corp/Ne)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company; , (ii) options, warrants, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, EXECUTION VERSION securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, securities or other ownership interests in) any Subsidiary of the Company; , or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii), ) and (iii), together with the capital stock, voting securities, securities or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)

Company Subsidiary Securities. As of the date hereof, there are no outstanding: outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities, securities or other ownership interests in any Subsidiary of the Company; (ii) options, warrants, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities, securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities, securities or other ownership interests in) any Subsidiary of the Company; or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses Clauses (i), (ii), ) and (iii), together with the capital stock, voting securities, securities or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metalico Inc)

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