Examples of Operating Company Shares in a sentence
At the Contribution Closing, Xxxx Foods shall contribute, assign, transfer and convey to WhiteWave, and WhiteWave shall accept, the WWF Operating Company Shares.
Notwithstanding anything to the contrary contained in this Agreement, no Member may Transfer any of its Units, Operating Company Shares or Convertible Securities to a Competitor or to a director, officer or Affiliate of a Competitor, except pursuant to (i) the Registration Rights Agreement, (ii) Rule 144, or (iii) pursuant to Section 9.4 or Section 9.5.
Any Transfer or attempted Transfer of any Units, Operating Company Shares or Convertible Securities in violation of any provision of this Agreement shall be null and void, and the Company shall not record such Transfer on its books or, to the fullest extent permitted by law, treat any purported Transferee of such Membership Interest as the owner thereof for any purpose.
At the Closing Date, the Reporting Company will acquire good, valid and marketable title to such shareholder’s Operating Company Shares free and clear of any and all Liens.
There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Operating Company Shares or any other stock, voting, equity, or ownership interest in, the Operating Company, or (b) is entitled to all or any portion of the Reporting Company Shares.
The nature or purpose of the business to be conducted or promoted by the Company is limited to owning, managing, supervising and/or disposing of the Operating Company Shares.
Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers of Units, Operating Company Shares or Convertible Securities to one or more Permitted Transferees and then disposing, in one transaction or a series of related transactions, of all or any portion of such party's interest in any such Permitted Transferee.
Such Operating Company Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Reporting Company pursuant to this Agreement, such Operating Company Shareholder’s Operating Company Shares free and clear of any and all Liens.
At the Closing, each Operating Company Shareholder shall transfer to the Reporting Company the number of Operating Company Shares set out forth in Exhibit B, and, in consideration therefor, the Reporting Company shall issue to such Operating Company Shareholder the number of shares of Reporting Company Common Stock so set forth (the “Exchange”).
REIT and OPCO desire to clarify the terms of the Second Amendment to Pairing Agreement such that all series of series common stock that are convertible into Realty Common Stock, Operating Company Shares, REIT Excess Stock or OPCO Excess Stock will be subject to the pairing provisions of the Pairing Agreement.