Parent Common Stock Ownership Sample Clauses

Parent Common Stock Ownership. Neither the Company nor any of its Subsidiaries owns any shares of Parent Common Stock or any securities exercisable or exchangeable for or convertible into shares of Parent Common Stock.
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Parent Common Stock Ownership. It is understood and agreed by the parties that the aggregate number of shares of Parent Common Stock issuable to the Company shareholders by virtue conversion of the shares of preferred stock referenced in Section 1.7(a) hereof and Parent Common Stock issued as consideration for the Merger, and based on an exchange ratio of Company common stock ("Company Stock") for Parent Common Stock that shall be approximately ____________(___________)(to be determined as soon as practicable prior to the Closing) (the "Exchange Ratio") and amount to approximately 95% shares of Parent Common Stock, and upon the exercise of vested warrants and convertible rights within the Parent to the extent that the adjustment does not violate such existing exercise or conversion rights (for the avoidance of doubt, the above reference exchange ratio assumes that all outstanding securities exercisable for, or convertible into, shares of Company Stock have been so exercised or converted, and that all of the Company Stock Options have been exercised), as adjusted to appropriately reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock or Company Stock occurring on or after the date hereof and prior to the Effective Time. The parties agree that Parent Common Stock issued in consideration of this Merger, including that issued in subsequent adjustments as stated above, shall be included on the next registration statement filed with the SEC, such that the Parent agrees not to file a registration statement with the SEC, other than on Form 10, Form S-4 (except for a public reoffering or resale) or Form S-8 without first having registered (or simultaneous registering) the Parent Common stock issued hereunder.
Sample 1
Parent Common Stock Ownership. For a two year period following the Closing Date the Shareholder shall not dispose of any shares of Parent Common Stock received in the Merger without the prior consent of the board of directors of the Parent.
Sample 1

Related to Parent Common Stock Ownership

  • Stock Ownership Attached hereto as Schedule 8 is a true and correct list of all the duly authorized, issued and outstanding stock of each Subsidiary and the record and beneficial owners of such stock. Also set forth on Schedule 8 is each equity Investment of the Borrower and each Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • 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.

  • Employee Stock Ownership Plan The Executive will be eligible to participate in the Company’s Employee Stock Ownership Plan (“ESOP”), subject to the terms and conditions of the ESOP.

  • Stock Ownership Guidelines Executive will comply with all stock ownership and stock retention guidelines or policies established by the Board and the Committee, as in effect from time to time.

  • Stock Ownership Requirements If the Recipient is subject to any stock ownership requirements imposed by the Company, those requirements may limit the Recipient’s ability to sell or otherwise transfer some or all of the shares of CDI Stock which may be acquired by the Recipient in connection with this Grant.

  • Privilege of Stock Ownership The holder of this option shall not have any of the rights of a shareholder with respect to the Option Shares until such individual shall have exercised the option and paid the Option Price.

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • Company Stock Plans (a) The Company shall take such action as shall be required:

  • No Further Ownership Rights in Company Common Stock The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

  • Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.

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