Target Stock. None of Parent, Merger Sub, or their respective Affiliates (i) owns (directly or indirectly, beneficially or of record) any securities of the Target or (ii) holds any right to acquire, hold, vote or dispose of any securities in the Target, except as contemplated by the Voting Agreements. Neither Parent nor Merger Sub is an “affiliated shareholder” of the Target as defined in Section 13.02A.(2) of the TBCA and Section 21.602 of the TBOC. Parent and Merger Sub represent and warrant that as of the date hereof, more than three (3) years has lapsed since any Affiliate of Parent or Merger Sub first became an “affiliated shareholder” in the Target as defined in Section 13.02A.(2) of the TBCA and Section 21.602 of the TBOC.
Target Stock. The number of shares of Target Stock eligible to vest, if any, shall be determined based on achievement of the following Performance Goals. [ ] percent ([ ]%) of the Target Stock will vest based on [METRIC 1] (such Target Stock, the “[METRIC 1] Target Stock”), and [ ] percent ([ ]%) of the Target Stock will vest based on [METRIC 2] (such Target Stock, the “[METRIC 2] Target Stock”), in each case as set forth in the tables below.
Target Stock. 11 4.7. Capitalization.................................................... 11 4.8. Title to Assets................................................... 12 4.9. Financial Statements.............................................. 12 4.10. Events Subsequent to Target's Most Recent Fiscal Month End........ 12 4.11. Litigation; Compliance with Laws.................................. 13 4.12.
Target Stock. Each Seller holds of record and owns beneficially the ------------ Target Stock set forth next to his name in Schedule 1 hereto, free and clear of ---------- any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Sellers is a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement). None of the Sellers is not a party to any voting trusts or agreements, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target.
Target Stock. Recital A Target Disclosure Schedule............................................Article IV
Target Stock. No Shareholder will create or incur or suffer to exist any mortgage, lien, pledge, hypothecation, charge, encumbrance or restriction of any kind on the Target Stock other than disclosed in this Agreement.
Target Stock. Commencing on the Closing Date, Borrower shall take ------------ such action as may be necessary to cause the capital stock of Target to cease being "margin stock" as defined in Regulation U of the board of Governors of the Federal Reserve System (12 CAR 207), which shall be accomplished not more than 30 days after the Closing Date. Upon the capital stock of Target ceasing to be "margin stock" (the Inclusion Date"),Borrower shall cause such stock to be -------------- pledged to Agent pursuant to the Pledge Agreement and such stock shall thereafter be subject to Section 7.8 of this Agreement.
Target Stock. Target Stock" shall mean all of the issued and ------------ outstanding capital stock of the Target immediately before the Merger.
Target Stock. Each Target Stockholder holds of record and owns beneficially the number of Target Shares set forth next to his name on the attached Exhibit A, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Each Target Stockholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require such Target Stockholder to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement). No Target Stockholder is subject to any voting trust, proxy, or other agreement or other understanding with respect to the voting of any capital stock of the Target.
Target Stock. Target's shareholders shall deliver at closing (the "Closing" hereinafter described) to Parent all of the issued and outstanding stock of Target, free and clear of all liens and encumbrances (except for the Alabama Assessment of Share Tax), with each certificate properly endorsed to Parent or with appropriate stock powers attached. Target's attorney, Xxxxxx X. Xxxxxxx, Xx., shall hold said stock pending delivery of Parent stock below. When Parent stock is so delivered, Xxxxxxx shall release the Target stock to Parent.
