BackWeb Parent Sample Clauses

BackWeb Parent. The authorized capital stock of BackWeb Parent consists of 20,000,0000 Ordinary Shares, nominal value NIS 0.01 each (the "BackWeb Parent Ordinary Shares"), of which 6,445,720 shares are issued and outstanding and 44,103,487 Preferred Shares, nominal value NIS 0.01 each, consisting of (a) 25,464,110 Series A Preferred Shares (the "Series A Preferred"), of which 25,464,110 shares are issued and outstanding, (b) 4,237,640 Series B Preferred Shares (the "Series B Preferred"), of which 4,237,640 shares are issued and outstanding, and (c)14,401,737 Series C Preferred Shares, of which 10,482,608 shares are Series C-1 Preferred Shares (the "Series C-1 Preferred"), of which 10,482,608 shares are issued and outstanding and of which 3,919,129 shares are Series C-2 Preferred (the "Series C-2 Preferred", and collectively with the Series A Preferred, Series B Preferred and Series C-1 Preferred, the "BackWeb Parent Preferred"), of which 2,108,696 shares are issued and outstanding. BackWeb Parent has issued warrants (the "BackWeb Parent Warrants")to purchase an aggregate of up to 1,810,432 shares of Series C-2 Preferred. There are no other outstanding shares of capital stock or voting securities. Each outstanding share of BackWeb Parent Preferred and shares of Series C-2 Preferred issuable upon exercise of the BackWeb Parent Warrants are convertible into BackWeb Parent Ordinary Shares. There are currently not more than 60,000,000 BackWeb Parent Ordinary Shares outstanding, on a fully diluted basis. All outstanding BackWeb Parent Ordinary Shares and BackWeb Parent Preferred Shares are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and, except as set forth in Section 3.2(a) of the BackWeb Disclosure Schedule, are not subject to preemptive rights or rights of first refusal created by statute, or any agreement to which BackWeb Parent is a party or by which it is bound. BackWeb Parent has reserved 11,170,190 BackWeb Parent Ordinary Shares for issuance to employees and consultants pursuant to the Company's 1996 Xxxxxx Xxxxxx Xxxck Option Plan and 1996 Xxxxxxx Xxxck Option Plan (collectively, the "BackWeb Option Plans") of which 0 shares have been issued pursuant to option exercises and 8,079,100 shares are subject to outstanding, unexercised options. Other than as set forth in Section 3.2(a) of the BackWeb Disclosure Schedule, there are ...
Sample 1
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BackWeb Parent. The authorized capital stock of BackWeb Parent consists of __________ Ordinary Shares, nominal value NIS 0.01 each (the "BackWeb Parent Ordinary Shares"), of which _________ shares are issued and outstanding and __________ Preferred Shares, nominal value NIS 0.01 each, consisting of (a) ___________ Series A Preferred Shares (the "Series A Preferred"), of which __________ shares are issued and outstanding, (b) _________ Series B Preferred Shares (the "Series B Preferred"), of which _________ shares are issued and outstanding, and (c) __________ Series C Preferred Shares, of which __________ shares are Series C-1 Preferred Shares (the "Series C-1 Preferred"), of which __________ shares are issued and outstanding and of which _________ shares are Series C-2 Preferred (the "Series C-2 Preferred", and collectively with the Series A Preferred, Series B Preferred and Series C-1 Preferred, the "BackWeb Parent Preferred"), of which _________ shares are issued and outstanding. BackWeb Parent has issued warrants (the "BackWeb Parent Warrants")to purchase an aggregate of up to _________ shares of Series C-2 Preferred. There are no other outstanding shares of capital stock or voting securities. Each outstanding share of BackWeb Parent Preferred and shares of Series C-2 Preferred issuable upon exercise of the BackWeb Parent Warrants are convertible into BackWeb Parent Ordinary Shares. There are currently not more than __________ BackWeb Parent Ordinary Shares outstanding, on a fully diluted basis. All outstanding BackWeb Parent Ordinary Shares and BackWeb Parent Preferred Shares are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and, except as set forth in Section 3.2(a) of the BackWeb Disclosure Schedule, are not subject to preemptive rights or rights of first refusal created by statute, or any agreement to which BackWeb Parent is a party or by which it is bound. BackWeb Parent has reserved __________ BackWeb Parent Ordinary Shares for issuance to employees and consultants pursuant to the Company's 1996 Xxxxxx Xxxxxx Xxxck Option Plan and 1996 Xxxxxxx Xxxck Option Plan (collectively, the "BackWeb Option Plans") of which ___ shares have been issued pursuant to option exercises and _________ shares are subject to outstanding, unexercised options. Other than as set forth in Section 3.2(a) of the BackWeb Disclosure Schedule, there a...
Sample 1

Related to BackWeb Parent

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Parent Access To the extent required by law the LEA shall establish reasonable procedures by which a parent, legal guardian, or eligible student may review Education Records and/or Student Data correct erroneous information, and procedures for the transfer of student-generated content to a personal account, consistent with the functionality of services. Provider shall respond in a reasonably timely manner (and no later than forty five (45) days from the date of the request or pursuant to the time frame required under state law for an LEA to respond to a parent or student, whichever is sooner) to the LEA’s request for Student Data in a student’s records held by the Provider to view or correct as necessary. In the event that a parent of a student or other individual contacts the Provider to review any of the Student Data accessed pursuant to the Services, the Provider shall refer the parent or individual to the LEA, who will follow the necessary and proper procedures regarding the requested information.

  • Holdings Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • WSIB & LTD An Employee who is receiving benefits under the Workplace Safety and Insurance Act, or under an LTD plan, is not entitled to benefits under a school board’s sick leave and short-term disability plan for the same condition unless the employee is on a graduated return to work program then WSIB/LTD remains the first payor. For clarity, where an employee is receiving partial benefits under WSIB/LTD, they may be entitled to receive benefits under the sick leave plan, subject to the circumstances of the specific situation. During the interim period from the date of the injury/incident or illness to the date of the approval by the WSIB/LTD of the claim, the employee may access sick leave and short-term leave and disability coverage. A reconciliation of sick leave deductions made and payments provided, will be undertaken by the school board once the WSIB/LTD has adjudicated and approved the claim. In the event that the WSIB/LTD does not approve the claim, the school board shall deal with the absence consistent with the terms of the sick leave and short-term leave and disability plans.

  • GROUP COMPANIES Guangzhou Yiyan Cosmetics Co., Ltd. (广州逸妍化妆品有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Shanghai Yizi Cosmetics Co., Ltd. (上海逸姿化妆品有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Shanghai Yiqing Commercial and Trading Co., Ltd. (上海逸清商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Yatsen (Guangzhou) Culture Creative Co., Ltd. (逸仙（广州）文化创意有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative

  • Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations, the ABL Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), (s), (t), (u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m). (b) In the case of GYP IV or GYP V, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to their ownership of the Equity Interests of GYP V or the Canadian ULCs, as applicable, (ii) incur any Indebtedness (other than (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(f) (to the extent incurred by a Foreign Subsidiary), (n) (to the extent incurred by a Foreign Subsidiary) and (w)), or (iii) make any Investments (other than (x) Investments in GYP V, the Canadian ULCs or their Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02), (y) Investments of the type permitted by Section 7.02(a), (b), (c), (h), (i), (k) or (m) or (z) in the case of GYP IV, that certain $390,000,000 promissory note, dated as of the Third Amendment Effective Date, between GYP IV, as lender, and GYP Canada Holdings LP, as borrower). (c) Nothing in this Section 7.14 shall prevent Holdings, GYP IV or GYP V from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Transactions, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Borrower), (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Reporting Company/Shell Company The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the 1933 Act.

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