Certain Equity Securities Sample Clauses
The 'Certain Equity Securities' clause defines which types of equity interests or securities are subject to specific terms or conditions within an agreement. Typically, this clause will enumerate or describe particular classes of stock, options, warrants, or convertible instruments that are covered, often distinguishing them from other securities that may not be included. By clearly identifying the relevant equity securities, the clause ensures that both parties understand which financial instruments are governed by the agreement, thereby reducing ambiguity and potential disputes regarding their treatment.
Certain Equity Securities. Issue any Equity Interest that is not Qualified Capital Stock.
Certain Equity Securities. Except as permitted by Section 6.01, issue any Equity Interest that is not Qualified Capital Stock.
Certain Equity Securities. No Loan Party will, nor will it permit any Subsidiary to, issue any Equity Interests that are not Qualified Equity Interests.
Certain Equity Securities. Issue any Equity Interest that is not Qualified Capital Stock unless treated as Indebtedness for purposes of Section 6.01 and incurred in compliance therewith.
Certain Equity Securities. (a) At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of Parent, Merger Sub, the Company or the holder thereof, vest (if unvested) and be cancelled and converted automatically into the right to receive a cash payment (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the number of shares of Company Common Stock underlying such Company RSU and (ii) the Per Share Merger Consideration (the “Company RSU Consideration”).
(b) At the Effective Time, each Company PSU that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the Parent, Merger Sub, the Company or the holder thereof, be cancelled for no consideration.
(c) At the Effective Time, each Company Option (whether or not vested) that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of Parent, Merger Sub, the Company or the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive a cash payment (without interest, and subject to deduction for any required withholding Tax), equal to the product of (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the per share exercise price for such Company Option multiplied by (ii) the total number of shares of Company Common Stock underlying such Company Option (the “Company Option Consideration”); provided, that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof.
(d) At or as promptly as practicable following the Effective Time (but in no event later than two (2) Business Days after the Closing Date), Parent shall deposit, or shall cause to be deposited with the Surviving Corporation, sufficient cash to pay the Company RSU Consideration and the Company Option Consideration, and the Company’s portion of any Taxes related thereto. The Surviving Corporation shall pay through its payroll systems to each holder of a Company Option or a Company RSU, no later than the first regularly scheduled payroll occurring at least five (5) Business Days after the Closing Date, the Company Option Consideration and the Comp...
Certain Equity Securities. After giving effect to the Transactions, (i) none of the Company, Sonion or any other Subsidiary shall have outstanding any preferred Equity Interest and (ii) Sonion shall have no outstanding share capital (or any warrants or securities convertible into, or exchangeable or exercisable for, share capital) other than share capital owned by the Company and its Subsidiaries and treasury shares owned by Sonion.
Certain Equity Securities. No Loan Party shall issue any Equity Interest that is a Disqualified Stock.
Certain Equity Securities. The Parent Borrower will not, nor will it permit any Subsidiary to, issue any preferred stock (other than Qualified Preferred Stock of the Parent Borrower) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests of the Parent Borrower or any Subsidiary.
Certain Equity Securities. Issue any Equity Interest, other than the Closing Date ▇▇▇▇▇ Equity, that is not Qualified Capital Stock.
Certain Equity Securities. Issue any Equity Interest that (a) is not Qualified Capital Stock or (b) is a preferred Equity Interest.