Acquired Securities Sample Clauses

Acquired Securities. Subject to the terms and conditions of this Agreement, any securities to be received upon the exchange or conversion of Shares by any Stockholder pursuant to this Section 4.4 shall be deemed for all purposes hereof to be Shares under this Agreement.
View SourceView Similar (3)
Acquired Securities. The Company shall have delivered to the HMTF Entities the shares of Series B Preferred Stock Acquired Securities to be delivered by it pursuant to Section 9.01(a) and 9.01(b);
View SourceView Similar (2)
Acquired Securities. Such Seller has good and valid legal and beneficial title to the Acquired Securities owned by such Seller, as set forth on Exhibit A Part I, Exhibit A Part II, and Exhibit A Part III, free and clear of all Liens and any other restrictions on transfer other than Permitted Securities Liens. Such Seller has the right, power and authority to sell, assign and transfer the Acquired Securities to Buyer. Other than in connection with the Governing Documents of the Company, Sellers are not a party to any (a) option, warrant, right, contract, call, pledge, put or other agreement or commitment providing for the disposition or acquisition of such Seller’s interest in the Acquired Securities or (b) voting trust, proxy or other agreement or understanding with respect to the voting of any of the Acquired Securities. Sellers acquired all of such Acquired Securities in compliance with applicable Law. Upon the consummation of the Closing, Sellers will convey good and valid title to the Acquired Securities, free and clear of all Liens (other than any Liens created by or resulting from actions of Buyer). Except for the Acquired Securities, there are no other Equity Rights of the Company issued, reserved for issuance or outstanding.
View Source
Acquired Securities. RESERVED
View Source
Acquired Securities. The Acquired Securities when issued in accordance with this Agreement, and, in the case of any shares of Guarantor common stock issued upon conversion of the Convertible Note, the Convertible Note, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear from any Encumbrances except restrictions on transfer thereof under federal and state securities laws, this Agreement, the Escrow Agreement, if applicable, and any Encumbrances created by or imposed thereupon by Sellers.” 23. Section 6.2(b)(vii)(A) of the Agreement is deleted in its entirety and replaced with “(vii)(A) incur any Indebtedness other than in the Ordinary Course of Business (except additional Indebtedness under existing or new Indebtedness from commercial lenders which (i) will cause the Company’s total Indebtedness to be up to $15,000,000, (ii) will be unsecured or secured only by equipment, (iii) the principal of which is payable no sooner than December 31, 2010, and (iv) the interest rate of which is no higher than 8%) or make any payments on any Existing Indebtedness other than in the Ordinary Course of Business,”. 24. Immediately following Section 7.5 of the Agreement the following Sections 7.6 and 7.7 are added:
View Source
Acquired Securities. Such Seller owns (beneficially and of record), and has good, valid and marketable title to the Acquired Securities set forth opposite such Seller’s name on Section 3.4(a) of the Company Disclosure Schedule, in each case free and clear of all Liens other than Liens imposed by Purchaser or under applicable securities Laws or which will be discharged or released at or prior to Closing. There are no outstanding options, warrants, call or other rights or agreements to which such Seller is a party requiring such Seller to sell or transfer its Acquired Securities to any Person other than as provided in this Agreement. Such Seller is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of its Acquired Securities.
View Source
Acquired Securities. The Vendor is not:
View Source
Acquired Securities. Seller owns (beneficially and of record), and has good, valid and marketable title to the Acquired Securities set forth on Section 3.4(a) of the Company Disclosure Schedule, in each case free and clear of all Liens other than limitations under the Organizational Documents of the issuer of the Acquired Securities and Liens imposed by Purchaser or under applicable securities Laws or which will be discharged or released at or prior to Closing. Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, there are no outstanding options, warrants, call or other rights or agreements to which Seller is a party requiring Seller to sell or transfer its Acquired Securities to any Person other than as provided in this Agreement. Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, Seller is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of its Acquired Securities.
View Source
Acquired Securities. On the date the restricted shares under Section 2(H) are granted to the Executive (or promptly thereafter), the Executive shall purchase from Parent, by check or wire transfer of immediately available funds, 26,839 shares of Parent Common Stock (the “Acquired Securities”) at a price per share of Parent Common Stock of $28.13, for an aggregate cash purchase price of $754,981, pursuant to a subscription agreement attached hereto as Exhibit C (the “Subscription Agreement”).
View Source

Related to Acquired Securities

  • Issued Securities All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (i) 105,608,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Offered Securities The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.

  • Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.