Capitalization of Centerline Sample Clauses

Capitalization of Centerline. (i) All of the issued and outstanding beneficial interests in Centerline (a) have been duly and validly authorized and are fully paid and nonassessable, (b) have been issued in compliance with all federal and state securities laws and (c) were not issued in violation of any preemptive right, resale right, right of first refusal or other similar right. (ii) Except as contemplated by this Agreement, the Other Agreements, the Trust Agreement, or as disclosed in the SEC Reports or Schedule III hereto, there are no (i) outstanding warrants, options, agreements, convertible securities or other commitments or instruments pursuant to which Centerline is or may become obligated to issue or sell any of Centerline’s shares or other securities (or securities convertible into securities of Centerline), (ii) preemptive rights, resale rights, rights of first refusal or similar rights to purchase or otherwise acquire shares or other securities of Centerline pursuant to any provision of applicable law, the Trust Agreement or any contract, “shareholders’ rights plan”, “poison pill” (other than the NOL Preservation Plan) or similar plan, arrangement or scheme to which Centerline is a party or (iii) right, contractual or otherwise, to cause Centerline to register pursuant to the Securities Act, any beneficial interests in Centerline upon the creation of the Special Series A Shares, in each case, other than those rights that have been expressly waived, fully and unconditionally. (iii) Immediately following the creation of the Special Series A Shares pursuant to the Special Series A COD and the reclassification of the 4.4% Preferred Shares and the 11% Preferred Shares pursuant to the 4.4% COD Amendment and the 11% COD Amendment, respectively, and assuming all requisite holders of Existing CRA Preferred Shares enter into or otherwise duly approve Other Agreements, the Special Series A Shares will represent not less than fifty-one percent (51%) of the voting power and liquidation rights of Centerline’s Common Shares (as defined in the Trust Agreement) on a fully diluted basis, assuming vesting of all outstanding restricted Common Shares and conversion or exchange of all outstanding vested options exercisable for Common Shares, SPV Shares or SCUs.
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Related to Capitalization of Centerline

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. (b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Retention of Certificates Any certificates representing unvested Shares shall be held by the Company. If unvested Shares are held in book entry form, the undersigned agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions hereof.

  • Construction of certain terms In this Agreement:

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Construction of Certain Terms and Phrases Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby" and derivative or similar words refer to this entire Agreement; (iv) the terms "Article" or "Section" refer to the specified Article or Section of this Agreement; and (v) the phrases "ordinary course of business" and "ordinary course of business consistent with past practice" refer to the business and practice of Seller in connection with the Business. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Withdrawal of Shares and Cancellation of Certificates Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

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