Stock of the Company. (a) Except as provided in subparagraph (b), at the Effective Time each share of Common Stock which is outstanding immediately before the Effective Time will be converted into and become the right to receive a sum in cash equal to the Tender Offer Price (the "Merger Price").
Stock of the Company. (a) The authorized capital stock of the Company consists in its entirety of Two Hundred (200) shares of Company Common Stock, of which One Hundred (100) shares of Company Common Stock are validly issued and outstanding, fully paid and nonassessable. The Company does not have any outstanding subscription, warrants, convertible securities, obligations, options or rights entitling others to acquire shares of capital stock of the Company, or any outstanding securities, options, warrants, rights or other instruments convertible into shares of capital stock of the Company.
Stock of the Company. The number of shares of Company Common Stock beneficially owned by such Shareholder is as identified on the signature page(s) hereof opposite the respective Shareholder's name. The shares of Company Common Stock beneficially owned by such Shareholder are owned free and clear of all liens, claims, options, encumbrances or restrictions whatsoever. Such Shareholder has the full legal right and power and all authorizations and approvals required by law or otherwise to sell, transfer and deliver such shares hereunder and to make the representations, warranties and agreements set forth in this Agreement. Except with respect to the shares of Company Common Stock identified on the signature page(s) hereof opposite such Shareholder's name, such Shareholder has no outstanding claim against the Company or any right whatsoever with respect to any shares of the capital stock of the Company, including without limitation any option, warrant or other right to acquire shares of the capital stock of the Company or any securities, options or other instruments convertible or exchangeable into shares of capital stock of the Company. Except as set forth in that certain Shareholders' Agreement of Company disclosed on Schedule 3.32, no Shareholder has granted any option or other right to acquire from such other Shareholder any shares of Company Common Stock.
Stock of the Company. As of the date hereof, the entire outstanding capital stock of the Company consists of Common Stock, 38,148,441 shares outstanding.
Stock of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of Common Stock, $.05 par value per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than Company Common Stock held in the Company's treasury) will be canceled and extinguished and be converted automatically into the right to receive payment of the Merger Price Per Share in accordance with the terms and provisions of this Agreement.
Stock of the Company. As of the date hereof, the entire outstanding capital stock of the Company consists of: (i) Series C Cumulative Convertible Preferred Stock, 2,000,000 shares outstanding; and (ii) Common Stock, 30,419,774 shares outstanding.
Stock of the Company. Xxxxxx and the Company agree that if, at any time prior to November 1, 2001, (i) Xxxxxx materially breaches the Agreement and such breach is not cured within 10 days after written notice of such breach, or (ii) Xxxxxx voluntarily terminates his employment with the Company (other than on account of death or material disability), then the Company shall have the option to purchase all of the 300,000 shares of common stock of the Company issued to Xxxxxx and/or Med Associates, Inc. ("Med") pursuant to that certain Asset Purchase Agreement dated as of November 1, 1997, as amended. The purchase price for such shares shall be $.001 per share. Until the time for the exercise of such option has expired, neither Xxxxxx nor Med may assign or transfer any rights or interests in or to such shares. The Company may exercise such option by giving Xxxxxx or Med written notice on or before May 1, 2001.
Stock of the Company. (a) Except as provided in Sections 1.7(e) and 1.7(f), at the Effective Time each share of Company Common Stock which is outstanding immediately before the Effective Time will be converted into and become the right to receive, the number (the "Exchange Ratio") of shares of Pulte Common Stock, described in Section 1.7(b) below (the "Merger Consideration").
Stock of the Company. (a) Except as provided in subparagraphs (d), (f) and (g) and Paragraph 1.9, at the Effective Time each share of Common Stock of the Company ("U.S. Home Common Stock"), par value $ .01 per share, which is outstanding immediately before the Effective Time will be converted into and become the right to receive, (i) the number of shares of common stock of Lennar ("Lennar Common Stock"), par value $.10 per share, described in subparagraph (b) (the "Stock Consideration"), plus (ii) $18 in cash (the "Cash Consideration"). Each share which receives that consideration is a "Non-Election Share."
Stock of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition or the Company or any holder of any securities of any of the foregoing:
