Nonvoting Stock Sample Clauses

Nonvoting Stock. (a) All shares of Nonvoting Stock issued as part of an Exchange (whether pursuant to Section 2.01 or Section 2.02) shall be (i) validly issued, fully paid and non-assessable, (ii) free of preemptive or similar rights and (iii) free of any lien or adverse claim created by the Company (other than Transfer restrictions arising under this Agreement or applicable securities laws or the Certificate of Incorporation). The Company shall bear all costs and expenses incurred by the Company in connection with, and any issuance tax resulting from, an Exchange. The Company shall promptly deliver to the applicable Stockholders evidence of shares in book-entry registered in the name of the applicable Stockholder, representing the applicable number of shares of Nonvoting Stock issued in the Exchange for the shares of Class A Common Stock so exchanged by such Stockholder.
Sample 1
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Nonvoting Stock. The Corporation will not issue nonvoting capital stock to the extent prohibited by Section 1123 of Title 11 of the United States Code (the "Bankruptcy Code"); provided, however, that this Section 4 of Article IV: (a) will have no further force and effect beyond that required under Section 1123 of the Bankruptcy Code; (b) will have such force and effect only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Corporation; and (c) in all events may be amended or eliminated in accordance with applicable law as from time to time in effect.
Sample 1
Nonvoting Stock. Each Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to Hertz of a written notice to such effect specifying (i) the number of shares of Class B Common Stock or Nonvoting Stock, as the case may be, to be purchased by Ford, or any of the Ford Entities and (ii) a calculation of the exercise price for such shares. Upon any such exercise of either Option, Hertz will, prior to the applicable Issuance Event Date, deliver to Ford (or any Ford Entity designated by Ford), against payment therefor, certificates (issued in the name of Ford or its permitted assignee hereunder or as directed by Ford) representing the shares of Class B Common Stock or Nonvoting Stock, as the case may be, being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by Hertz, for the full purchase price for such shares.
Sample 1
Nonvoting Stock. The Company agrees and acknowledges that the Holder of this Common Stock Purchase Warrant may be subject to regulatory and legal restrictions which prohibit the Holder from acquiring Common Stock or other voting securities of the Company (the "RESTRICTIONS"). In the event the Holder is subject to the Restrictions at the time of exercise of the Common Stock Purchase Warrant, the Company covenants and agrees to create a class of common stock of the Company having the identical rights, privileges and characteristics of the Common Stock, except that such common stock shall (i) not have the right to vote with respect to matters submitted to a vote of the Company's shareholders and (ii) be convertible to Common Stock at any time at the option of the Holder to the extent permitted under the Restrictions.
Sample 1
Nonvoting Stock. Each Option may be exercised at any time after receipt of an applicable Option Notice and prior to the applicable Issuance Event Date by the delivery to Hertz of a written notice to such effect specifying (i) the number of shares of Class B Common Stock or Nonvoting Stock, as the case may be, to be purchased by Ford, or any of the Ford Entities and (ii) a calculation of the exercise price for such shares; provided, however, that if Hertz shall have issued any shares of Common Stock in violation of its obligations under this Article II, the Option may be exercised at any time by the delivery to Hertz of a written notice to such effect specifying the information described in clauses (i) and (ii) above. Upon any exercise of an Option, Hertz will promptly (and in any event on or prior to the applicable Issuance Event Date) deliver to Ford (or any Ford Entity designated by Ford), against payment therefor, certificates (issued in the name of Ford or its permitted assignee hereunder or as directed by Ford) representing the shares of Class B Common Stock or Nonvoting Stock, as the case may be, being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by Hertz, for the full purchase price for such shares.
Sample 1
Nonvoting Stock. Except as otherwise required by the Indiana Business Corporation Law, holders of Series A Preferred Shares shall not be entitled to vote on any matters submitted to a vote of security holders of the Corporation; provided, however, that the Series A Preferred Shares shall nevertheless have the voting rights afforded nonvoting shares under Indiana Code 23-1-38-4, as in effect on the date of issue of the Series A Preferred Shares.
Sample 1

Related to Nonvoting Stock

  • Voting Stock Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Equity Securities The Collateral Manager may direct the Trustee to sell any Equity Security at any time and shall use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price (provided that any sale to ORCC or its Affiliates must be on arm’s length terms), subject to any applicable transfer restrictions:

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • ISSUED STOCK All the outstanding shares of its Common Stock are duly authorized and validly issued, fully paid and non-assessable.

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