Outstanding Company Shares Sample Clauses

Outstanding Company Shares. The Company Shares constitute all of the outstanding stock of the Company and there are no shareholders of the Company other than the Sellers.
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Outstanding Company Shares. A total of 1,000 Company Shares are issued and outstanding, all of which are owned of record and beneficially by Seller, free and clear of all Encumbrances. All issued and outstanding Company Shares have been duly authorized and validly issued, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no liability for dividends or distributions to holders of Company Shares that are accrued and unpaid by the Company. Seller has good and valid title to all issued and outstanding Company Shares and there are no limitations or restrictions on Seller’s right to transfer such Company Shares to Buyer pursuant to this Agreement. Upon transfer of all Company Shares to Buyer in accordance with the terms of Article 2, Buyer will receive valid title to the Company Shares free and clear of all Encumbrances.
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Outstanding Company Shares. 3 Parent.................................................................. 18
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Outstanding Company Shares. The term "Outstanding Company Shares" shall be equal to the sum of (i) the aggregate number of shares of Company Common Stock (as defined in Section 2.2 below) outstanding immediately prior to the Effective Time, including shares of Company Common Stock issuable upon conversion of Company Preferred Stock (as defined in Section 2.2 below) prior to the Effective Time, (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any Company Options outstanding immediately prior to the Effective Time, whether or not contingent or earned, provided, however, that (A) shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.27 hereof in excess of the sum of (I) an aggregate of 50% of the shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.27 hereof and (II) any Company Options cancelled or shares of Company Common Stock repurchased by Company subsequent to the date hereof and prior to the Effective Time, and (B) shares of Company Common Stock issuable upon the exercise of any Company Options granted by the Company pursuant to Section 5.28 hereof shall not be considered Outstanding Company Shares, (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any Company Warrants outstanding immediately prior to the Effective Time, whether or not contingent or earned, and (iv) the aggregate number of shares of Company Common Stock issuable pursuant to any Other Company Stock Rights outstanding immediately prior to the Effective Time, whether or not contingent or earned, in the case of clauses (ii), (iii) and (iv) after giving effect to the conversion of any securities convertible into Company Common Stock. The number of shares of Parent Common Stock issuable upon the assumption of Company Options by Parent pursuant to this Agreement of the Company Options referred to in clauses (A) (as modified by subclauses I and II) and (B) of the immediately preceding sentence are referred to as the "Additional Parent Shares."
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Outstanding Company Shares. Subject to the provisions of this Section 2.2, each share of common stock, par value $0.01 per share of the Company (the "Company Shares"), issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined in Section 2.3)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled, extinguished and converted automatically into the right to receive $30.00 in cash (the "Merger Consideration") payable to the holder thereof, without interest, less any required withholding taxes, upon surrender in the manner provided in Section 2.4 of the certificate that prior to the Merger represented such Company Share. Each Company Share held in treasury shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and cease to exist. (b)
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Related to Outstanding Company Shares

  • 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 Shares On the Closing Date, Pubco will have not more than 95,366,525 common shares issued and outstanding in the capital of Pubco after giving effect to the cancellation and issuance of the Pubco Shares contemplated in this Agreement, and to the private placement agreement referenced in below article 6.13.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • 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 Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

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

  • Outstanding Equity Awards Executive’s outstanding equity awards shall remain outstanding following the Effective Date in accordance with their terms, provided, that to the extent any term of this Agreement is more favorable to Executive, including in respect to accelerated vesting, the more favorable terms of this Agreement shall control.

  • 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.

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

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

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