Excess Stock Sample Clauses

Excess Stock. .......................................... Section 3.3(a) Exchange Agent .......................................... Section 2.10(a) Exchange Ratio .......................................... Section 2.7(a) Expenses................................................. Section 8.2(a) Final Company Dividend................................... Section 5.3
Sample 1
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Excess Stock. The Deposit Agreement contains certain provisions which will affect the Receipts, the Depositary Shares and the rights and obligations of the owners and holders thereof in the event that the Amendments become effective in accordance with applicable law and, thereafter, deposited Stock is converted into Excess Stock or Excess Stock is converted into deposited Stock, and this Receipt and the rights and obligations of the holder hereof are expressly qualified by, and made subject to, all such provisions. Without limitation to the foregoing, in the event that the Amendments become effective in accordance with applicable law and, thereafter, any Stock is converted into Excess Stock pursuant to Article Thirteenth then, upon the terms and subject to the conditions set forth in the Deposit Agreement, (i) the Depositary Shares which previously represented the shares of Stock so converted shall instead be deemed to represent such shares of Excess Stock, (ii) such Depositary Shares, the Receipts evidencing such Depositary Shares and such Excess Stock shall be subject to the other terms and provisions, and entitled to the rights and benefits, set forth in the Deposit Agreement, (iii) the Depositary Shares representing Excess Stock shall not represent a fractional interest in or be entitled to receive any monies, securities or other property (including any rights, preferences or privileges) payable, distributable or offered in respect of deposited Stock and (iv) the Depositary Shares representing deposited Stock shall not represent a fractional interest in or be entitled to receive any monies, securities or other property (including any rights, preferences or privileges) payable, distributable or offered in respect of such Excess Stock, all on the terms and conditions set forth in the Deposit Agreement.
Sample 1
Excess Stock. PGW agrees to inventory PUBLISHER'S active stock, which is defined as being approximately 24 months of inventory for each product based on the average of the last 12 months of sales. Excess stock calculations will not apply to PRODUCTS until one year after publication date. Inactive stock will be charged a storage fee per PRODUCT per month billed quarterly. Deleted PRODUCTS will accrue a storage charge beginning 90 days from the time the PRODUCT is declared out of print.
Sample 1
Excess Stock. If it is determined that the actual value of the stock is more than its estimated value, the Purchaser shall refund to the Vendor the amount of such excess within five (5) Working days of the determination of such amount.
Sample 1

Related to Excess Stock

  • Excess Shares If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan.

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

  • Distribution in Shares If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Distribution of Shares (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Class B Common Stock 2 Closing........................................................................5

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

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