ALL STOCK Sample Clauses

ALL STOCK. Notwithstanding the foregoing provisions of Section 1.6.1, if the Stock Purchase Agreement, as defined in Section 2.2.24, is terminated prior to Closing, each Micrion Share and the associated Rights outstanding immediately before the Effective Time, other than the Excluded Micrion Shares, will be converted into the right to receive (A) one share of FEI Common Stock plus (B) such number of shares of FEI Common Stock, which, when multiplied by the Pre-Closing Average Price, as defined below, equals $6.00, subject to Equitable Adjustment and subject to adjustment as provided in Section 4.2. 1. The aggregate number of shares of FEI Common Stock to be issued to each Micrion stockholder will be rounded to the nearest whole share.
Sample 1
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ALL STOCK. Such Shareholder shall transfer herewith all common and preferred stock of Syntec owned legally or beneficially by such Shareholder other than the shares that such Shareholder has the right to acquire pursuant to options, warrants or other rights.
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ALL STOCK. Each Shareholder shall transfer herewith all common stock of Network owned legally or beneficially by such Shareholder.
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ALL STOCK. Each Shareholder shall transfer herewith all common stock of Triton-Eurasia owned legally or beneficially by such Shareholder.
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ALL STOCK. Each Shareholder shall transfer herewith all common stock of Milling Systems owned legally or beneficially by such Shareholder.
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ALL STOCK. Option Plans shall be terminated as of the Effective Time and the provisions in any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be terminated as of the Effective Time. The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or Warrant or any participant in any Stock Option Plan (other than those holders who are parties to an agreement to exchange or roll their equity interest in the Company for or into equity of Parent or the Surviving Corporation) shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation.
Sample 1
ALL STOCK. The Stock transferred hereunder represents all of Seller's interest, directly or indirectly, of record and beneficially held, individually or in trust.
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ALL STOCK. Each Shareholder shall transfer herewith all common stock of Life2K owned legally or beneficially by such Shareholder.
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Related to ALL STOCK

  • Company Stock The authorized capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Shares The term “

  • Treasury Stock For purposes of this Section 2, shares of Common Stock owned or held at any relevant time by, or for the account of, the Company, in its treasury or otherwise, shall not be deemed to be outstanding for purposes of the calculations and adjustments herein described.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Treasury Shares The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

  • Reacquired Shares Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

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