Principal Shares Sample Clauses

Principal Shares. Notwithstanding anything else in this Agreement the number of Sale Shares which must be purchased by the Lead Manager under the terms of this Agreement (Principal Shares) will be the lesser of:
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Principal Shares. The shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and listed opposite the respective names on Schedule A hereto under the column entitled "Principal Shares" (the "Principal Shares") shall not be canceled or extinguished, shall not be converted into the right to receive any portion of the Merger Consideration and shall remain issued and outstanding shares of the Surviving Corporation following the Effective Time, subject to any reclassifications or adjustments with respect thereto pursuant to the Amended Articles of Organization. The Principals may, at any time prior to the Effective Time, contribute all or a part of the Principal Shares held by them to the Parent LLC.
Sample 1
Principal Shares. In accordance with the terms of the Principal Share Purchase and Voting Agreements, each Principal Shareholder has agreed to sell the Principal Shares held by such Principal Shareholder to ASG, effective immediately prior to the conversion of the Shares at the Effective Time, in return for the consideration described in such Principal Share Purchase and Voting Agreements.
Sample 1
Principal Shares. The term “Principal Shares” means (i) all of the shares of Common Stock owned or held by the Principals prior to the consummation of the Company’s initial public offering or (ii) all of the warrants purchased privately by the Principals simultaneously with the consummation of the Company’s initial public offering (and underlying shares of Common Stock) and owned or held by the Principals upon consummation of the Company’s initial public offering.
Sample 1
Principal Shares. Each Principal Share that is issued and outstanding immediately prior to the Effective Time shall remain in effect as issued and outstanding shares of the Company, fully paid and non-assessable. Such share(s) of common stock shall be the only issued and outstanding share(s) of capital stock of the Surviving Company, which shall be reflected in the stock ledger of the Surviving Company.
Sample 1

Related to Principal Shares

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Company Securities Section 3.2(a)........................................11

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

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

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Initial Shares As used herein, “Initial Shares” means 229,865 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Sale Shares On the day for Completion determined under clause 4.1, the Seller must sell, and the Buyer must buy, the Sale Shares for the Purchase Price free and clear of all Encumbrances.

Time is Money Join Law Insider Premium to draft better contracts faster.