Outstanding Company Sample Clauses

Outstanding Company. Common Stock. Each share (excluding (i) shares held by the Company or any of its Subsidiaries or by Dana, Xxxxer Sub or any of their Subsidiaries ("Treasury Shares")) of the common stock, par value $1.00 per share, of the Company, including each attached right (a "Company Right") issued pursuant to the Rights Agreement, dated June 21, 1989, as amended prior to the date hereof or pursuant to Section 4.7 (the "Company Rights Agreement"), between the Company and the Rights Agent named therein (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive 0.9293 of a share (subject to adjustment as set forth herein, the "Exchange Ratio") of common stock, par value $1.00 per share of Dana (xxx "Dana Cxxxxn Stock"), including attached rights, issued pursuant to the Rights Agreement, dated as of April 25, 1996, between Dana axx xhe Rights Agent named therein (the "Dana Rxxxxs Agreement").
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Outstanding Company. Common Stock. Each share of Company Common Stock, excluding Treasury Shares and Dissenters' Shares, outstanding immediately prior to the Effective Time shall become and be converted into the right to receive $37.25 in cash, without interest thereon (the "Merger Consideration").
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Outstanding Company. Common Stock. Each share of Company Common Stock, excluding (i) Treasury Stock and (ii) Dissenters' Shares, issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive the Consolidation Consideration.
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Outstanding Company. Common Stock: outstanding shares of common stock of the Company.
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Outstanding Company. Common Stock. Each share, excluding Treasury -------------------------------- Stock, of Company Common Stock, issued and outstanding immediately prior to the Effective Time, together with the related Company Rights, shall become and be converted into the right to receive 1.37 shares of Acquiror Common Stock (together with the related Acquiror Rights) (subject to possible adjustment as set forth in Sections 3.05 and 8.01(g), the "Exchange Ratio") and the number of shares of Company Common Stock, excluding Treasury Shares, issued and outstanding immediately prior to the Effective Time (the "Consideration").
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Outstanding Company. Common Stock. Each share, excluding -------------------------------- Treasury Stock, of Company Common Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into 0.685 of a share of Zions Common Stock (the "Common Exchange Ratio"). The Common Exchange Ratio shall be subject to adjustment as set forth in Sections 3.05 and 8.01(f).
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Outstanding Company. Common Stock. Each share (excluding shares held by the Company or any of the Company Subsidiaries (as hereinafter defined) or by First Union or any of its subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Excluded Shares")) of Company Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Corporate Merger, automatically and without any action on the part of the holder thereof, become and be converted into the right to receive .3813 shares of First Union Common Stock (the "Exchange Ratio")(together with the attached First Union Rights), subject to possible adjustment as set forth in Section 2.08 (upon any such adjustment any reference in this Plan to "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted).
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Outstanding Company. Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares that are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 262 of the DGCL) shall at the Effective Time be converted into the right to receive that number of shares of First Union Common Stock (the "Exchange Ratio") obtained by dividing (1) (a) 2,912,000 shares (subject to possible adjustment as set forth in this Section 2.01, Sections 2.04 and 7.06, the "Aggregate Share Consideration") of First Union Common Stock, less (b) the number of shares of First Union Common Stock which the Company shall be obligated to deliver to Keystone TA Limited Partnership (or the successors thereto) ("KTALP") pursuant to the Securities Redemption Agreement, dated as of August 10, 1993, by and among the Company, Keystone Investment Management Company and KTALP, as a result of the Acquisition by (2) (a) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including shares held by Dissenting Stockholders) plus (b) the number of shares of Company Common Stock for which the Company Stock Options (as hereinafter defined) are outstanding and unexercised immediately prior to the Effective Time; provided, however, that if the Fund Account Value (as hereinafter defined) as of the business day immediately prior to the Effective Date is equal to or less than the product of 0.85 and the Fund Account Value as of the close of business on September 6 (as Previously Disclosed on Schedule 4.01(X)(2)), then the Aggregate Share Consideration (after taking into account any adjustments thereto as provided under Sections 2.04 and 7.06) shall be reduced by 13.5%.
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Related to Outstanding Company

  • Outstanding Common Stock The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

  • Outstanding With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

  • Outstanding Capital Stock The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of any stockholder of the Company.

  • Outstanding Loans There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company or any Subsidiary to or for the benefit of any of the officers or directors of the Company, any Subsidiary or any of their respective family members, except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus. All transactions by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers thereof.

  • Outstanding Letters of Credit On the effective date of such increase, each Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.

  • Amount of Credit Any reference herein to the amount of credit outstanding shall mean, at any particular time:

  • Outstanding Obligations Borrower shall have no obligations as of the date of this Agreement except those approved by HUD in writing and, except for those approved obligations, the Land has been paid for in full (or if the Land is subject to a leasehold interest, it must be subject to a HUD-approved lease), and is free from any liens or purchase money obligations, except as approved by HUD. As of the date hereof, all contractual obligations relating to the Project have been fully disclosed to HUD.

  • Letters of Credit Issued for Account of Subsidiaries Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Outstanding Notes The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

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