Buy Back Rights and Stock Dividend Rights Sample Clauses

Buy Back Rights and Stock Dividend Rights. Purchaser is a publicly traded company and as of the date of this Agreement, the Seller is not a public company. For a period of two years from the closing, the Seller shall have the right to buy back the Business from the Purchaser for the return of the Purchase Compensation, all working capital and funding provided to Business and all hard costs incurred by Purchaser for this transaction. The hard costs shall be insurance bills, filing fees and accounting fees. In the alternative, if the Business obtains a five times growth in calendar year annual revenues within a period of two calendar years from the date of closing then, the Seller shall have the right to present a resolution to the Board of Directors of Purchasers to vote for the approval of the Business being spun out as a separately traded public company and the Seller shall receive eighty five percent (85%) of the new entity and Purchaser shall receive fifteen percent (15%), which cannot ever be diluted without the express written consent of Purchaser, of the newly spun out entity and the right to appoint two board of directors to the newly spun out entity as consideration for this transaction. If the Business fails to obtain one million two hundred thousand dollars in calendar year annual revenues within a period of two calendar years from the date of closing, then Purchaser shall have the right to the return of all of the Purchase Compensation provided to Business and eighty percent of all capital stock of the Business shall be returned to Seller from Purchaser. The rights granted to the Purchaser and Seller in this paragraph number six shall only be valid for a period of two calendar years from the date of closing.
Sample 1
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Buy Back Rights and Stock Dividend Rights. If the Business obtains a five times growth in calendar year annual revenues within a period of two calendar years from the date of closing then, the Seller shall have the right to present a resolution to the Board of Directors of Purchasers to vote for the approval of the Business being spun out as a separately traded public company. If the Business fails to obtain one million two hundred thousand dollars in calendar year annual revenues within a period of two calendar years from the date of closing, then Purchaser shall have the right to the return of all of the Purchase Compensation provided to Business and eighty-five percent of all capital stock of the Business shall be returned to Seller from Purchaser. The rights granted to the Purchaser and Seller in this paragraph letter E shall only be valid for a period of two calendar years from the date of execution of this Agreement. It is further agreed that for a three year period, except as otherwise provided herein, Seller shall have the right to 2 seats on the Business' Board of Directors, and that the by-laws of the Business shall be amended such that a 90% majority of Board's votes shall be required to pass any resolution with respect to the acquisition of further assets, or the raising of monies by the Business, or with respect to any matter which materially impacts upon the Business. It is further agreed that the Seller shall have a 20% representation on the Purchaser's Board of Directors.
Sample 1

Related to Buy Back Rights and Stock Dividend Rights

  • Dividend Rights Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

  • Rights as Shareholder; Dividend Equivalents 5.1 The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.

  • Stockholder Rights and Dividend Equivalents (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes.

  • Common Stock Dividends If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to Common Stock payable in Shares, or make any other distribution with respect to Common Stock in Shares, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of Shares outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of Shares outstanding immediately after such dividend or distribution. This paragraph shall apply only if and to the extent that, at the time of such event, this Warrant is then exercisable for Common Stock.

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Stock Dividend, Stock Split and Reverse Stock Split Upon a stock dividend of, or stock split, reverse stock split, or similar event affecting, the Common Stock, the number of Award Shares and the number of such Award Shares that are nonvested and forfeitable shall, without further action of the Administrator, be adjusted to reflect such event. The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Shares as a result of the stock dividend, stock split, reverse stock split, or similar event. Adjustments under this Section 9 will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional Award Shares will result from any such adjustments.

  • Stock and Stock Options Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties.

  • Stock Dividends and Stock Splits If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Stock Splits, Stock Dividends, etc In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 7.12.

  • Treatment of Stock Dividends, Stock Splits, etc In case the Company at any time or from time to time after the date hereof shall declare or pay any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then, and in each such case, Additional Shares of Common Stock shall be deemed to have been issued (a) in the case of any such dividend, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend, or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day upon which such corporate action becomes effective.

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