Outstanding Company Stock Sample Clauses

Outstanding Company Stock. As of the Agreement Date, the authorized capital stock of the Company consists of 1,000,000 shares of Company Stock, all of which are issued and outstanding. As of the Agreement Date, all issued and outstanding shares of Company Stock are held by the Sellers, in the respective number and amounts set forth opposite their name on Schedule 3.4(a) of the Company Disclosure Letter, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). Immediately following the consummation of the transactions contemplated by the Restructuring and as of the Closing Date, 100% of the issued and outstanding Company Stock shall be held by NewCo, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). All issued and outstanding Company Stock 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 material compliance with all requirements of applicable Law. There is no Liability for dividends or distributions to Company Shareholders accrued and unpaid by the Company. Other than the Company Stock, there are no other Equity Interests of the Company issued or outstanding, or that are required to be issued in connection with the Closing.
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Outstanding Company Stock. As of the Execution Date, the issued and outstanding capital stock of the Company consists of 20,058,665 Common Shares. All such shares have been duly authorized and validly issued in accordance with the Articles, and have been fully paid and are nonassessable.
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Outstanding Company Stock. The term “Outstanding Company Stock” shall mean the number of shares of Company’s common stock that is deemed to be outstanding as of the Effective Date or the Additional Issuance Date (as applicable), which shall equal the sum of: (i) the number of shares of Company’s common stock issued and outstanding as of such date; (ii) the number of shares of Company’s common stock into which all shares of Company’s preferred stock or other equity security issued and outstanding as of such date could be converted if fully converted on the day immediately preceding such date; and (iii) the number of shares of Company’s common stock that would be issuable upon the exercise and/or conversion of all options, warrants, convertible securities and other rights to subscribe to or purchase any common stock, preferred stock or other equity security of Company (including instruments which are themselves convertible or which contain convertible features into any common stock, preferred stock or other equity security of Company) issued and outstanding as of such date, if fully exercised and/or converted on the day immediately preceding such date. *** Confidential material redacted and filed separately with the Commission.
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Outstanding Company Stock. Each share of the Company Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of the Company Stock and shall not be affected by the Merger.
Sample 1
Outstanding Company Stock. Each share of Company Stock, excluding Treasury Stock and Dissenters' Shares, issued and outstanding immediately prior to the Effective Time, shall become and be converted into the right to receive from the Surviving Association $37.15 in cash, without interest (the "Offer Price"). At the Effective Time all such shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
Sample 1
Outstanding Company Stock. At the Effective Time, automatically and without any action on the part of any holder thereof, each share of (i) Company Common Stock issued and outstanding at the Effective Time (other than Treasury Stock and shares of Company Common Stock owned, directly or indirectly, by Dexia) shall be converted into the right to receive US$76.00 in cash, without interest (the "Merger Consideration") and (ii) each share of Company Preferred Stock issued and outstanding at the Effective Time (other than shares of Company Preferred Stock owned, directly or indirectly, by Dexia) shall be converted into the right to receive US$46.35 in cash, without interest (the "Preferred Merger Consideration").
Sample 1
Outstanding Company Stock. Except as otherwise provided in this Article I, each share of Company Stock (excluding any shares of Company Stock held by the Company or any of the Company Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted in good faith (“Treasury Stock”), and Company Stock held by Parent) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (i) a number of shares of the common stock of the Parent, without par value, (the “Parent Common Stock”) based upon a fixed exchange ratio of 4.38 shares of Parent Common Stock for each share of Company Stock (the “Stock Exchange Ratio”) and (ii) cash in the amount of $80.07 for each share of Company Stock (the “Cash Exchange Ratio,” together with the Stock Exchange Ratio, the “Merger Consideration”).
Sample 1
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Related to Outstanding Company Stock

  • 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 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 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 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.

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

  • Outstanding Options The option granted to Optionee under this Option Agreement shall in no event be exercised while there is outstanding any option previously granted to Optionee to purchase common shares of the Company at a price higher than the option price under the option herein granted to Optionee.

  • 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.

  • 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;

  • 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.

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