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Beneficial Ownership of Company Common Stock Sample Clauses

Beneficial Ownership of Company Common Stock. As of the date hereof and except for the Company Option, neither Parent nor any of its Subsidiaries beneficially own any shares of outstanding Company Common Stock.
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Beneficial Ownership of Company Common Stock. The UBS Parties -------------------------------------------- further represent and warrant to, and covenant with, the Companies that (i) as of the date of this Agreement and immediately prior to the purchase and sale of the Purchase Shares, UBS Limited is not a beneficial owner, as such term is defined by Rule 13d-3 under the Exchange act of more than five (5) percent of the total number of outstanding shares of any Company, and (ii) no officer, director or affiliate of UBS Limited is an officer, director or affiliate of any Company. The term "affiliate" has the meaning set forth in Rule 405 under the Securities Act.
Sample 1
Beneficial Ownership of Company Common Stock. As of the date hereof, the Parent beneficially owns 240,000 shares of Company Common Stock and, other than as contemplated by the Option Agreement, does not have any option, warrant or right of any kind to acquire the beneficial ownership of any shares of Company Common Stock.
Sample 1
Beneficial Ownership of Company Common Stock. The UBS Parties further represent and warrant to, and covenant with, the Companies that (i) as of the date of this Agreement and immediately prior to the purchase and sale of the Purchase Shares, UBS Limited is not a beneficial owner, as such term is defined by Rule 13d-3 under the Exchange act of more than five (5) percent of the total number of outstanding shares of any Company, and (ii) no
Sample 1
Beneficial Ownership of Company Common Stock. Except for the number of shares of Parent Common Stock ("PARENT COMMON STOCK"), options to purchase Parent Common Stock, and warrants to purchase Parent Common Stock set forth on the signature page hereto (the "SHARES"), Affiliate does not beneficially own any equity securities of Parent or any option, warrant or other right to acquire equity securities of Parent. Affiliate has not engaged in any sale or other transfer of the Shares in contemplation of the Merger. All shares of Parent Common Stock shall be subject to the provisions of this Agreement as if held by Affiliate as of the date hereof.
Sample 1
Beneficial Ownership of Company Common Stock. As of the date hereof, neither MIT nor its Subsidiaries "beneficially owns" (as defined in Rule 13d-3 under the Exchange Act) any of the outstanding Company Common Stock or any of the Company's outstanding debt securities.
Sample 1
Beneficial Ownership of Company Common Stock. The Affiliate is the sole -------------------------------------------- beneficial owner of the number of shares of Company Common Stock and options, warrants and rights to purchase Company Common Stock set forth next to its name on the signature page hereto (the "Affiliate Securities"). The Affiliate has the -------------------- sole right to transfer such Affiliate Securities. The Affiliate Securities constitute all Securities of Company owned, beneficially or of record, by the Affiliate. The Affiliate has not engaged in any sale or other transfer of the Affiliate Securities in contemplation of the Merger. All shares of Company Common Stock and "Parent Common Stock" acquired by Affiliate subsequent to the date hereof (including shares of Parent Common Stock acquired in the Merger) shall be subject to the provisions of this Agreement, to the extent such provisions are then still applicable, as if held by Affiliate as of the date hereof.
Sample 1

Related to Beneficial Ownership of Company Common Stock

  • Ownership of Company Common Stock Neither Parent nor any of its Subsidiaries own any shares of Company Common Stock (or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock).

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Limit on Beneficial Ownership Notwithstanding any other provisions hereof, Dealer shall not have the right to acquire Shares hereunder and Dealer shall not be entitled to take delivery of any Shares hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Post-Effective Limit, (ii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VII of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit and (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding Paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding Paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

  • Conversion of Company Common Stock Except as otherwise provided in Section 2.05 and subject to Sections 2.01(d), 2.01(e) and 2.03(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive, at the election of the holder thereof, one of the following (as adjusted pursuant to Section 2.05, the "Merger Consideration"): (i) for each such share of Company Common Stock with respect to which an election to receive Parent Shares has been effectively made, and not revoked or lost, pursuant to Section 2.04 (a "Share Election") and for each share of Company Common Stock with respect to which a Share Election is deemed to have been made pursuant to Section 2.04(d), the right to receive consideration (the "Share Consideration") equal to .1490 fully paid and nonassessable Parent Shares (the "Exchange Ratio"); and (ii) for each such share of Company Common Stock with respect to which an election to receive cash has been effectively made, and not revoked or lost, pursuant to Section 2.04 (a "Cash Election") and for each share of Company Common Stock with respect to which a Cash Election is deemed to have been made pursuant to Section 2.04(d), the right to receive $1.95 in cash (the "Cash Consideration"). At the Effective Time, all such shares of Company Common Stock converted as set forth above shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or certificates that immediately prior to the Effective Time represented any such shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional share in accordance with Section 2.03(e) upon the surrender of such Certificate in accordance with Section 2.03(b), without interest.

  • Beneficial Ownership of Shares; Certificate Registration The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

  • Beneficial Ownership of Registrable Securities (a) Type and Number of Registrable Securities beneficially owned:

Most Referenced Clauses

Most Referenced Definitions