Common Stock of CSR Sample Clauses

Common Stock of CSR. As at the date of this Agreement, the Borrower is the legal and beneficial owner of not less than 11,392,000 fully paid and non-assessable shares of the Common Stock of CSR and the Personal Guarantor is the legal and beneficial owner of not less than 5,358,435 fully paid and not assessable shares of the Common Stock of CSR. Upon completion of the transfer of shares of CSR by the Personal Guarantor to the Borrower pursuant to Clause 6.3 of Schedule 2 (Conditions Precedent) (which will have been completed on or before the first Utilisation Date), the Borrower will be the legal and beneficial owner of not less than 15,550,435 fully paid and non-assessable shares of Common Stock of CSR. None of the aforesaid shareholdings is subject to any Security Interest save for any Security Interest created by the Senior Note Share Pledge Agreement or the Share Pledge Agreement. None of the Borrower, the Personal Guarantor and their affiliates has granted any option, rights or interest in relation to such shares and such shares are not subject to any options to purchase, pre-emption rights or similar rights or other restrictions on disposal (other than any such restrictions imposed by the applicable law or regulation) which would operate to restrict in any way their disposal by the Facility Agent should it come to enforce the Security Interest constituted by the Share Pledge Agreement. Execution
Sample 1
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Common Stock of CSR. The Borrower shall not sell, transfer or otherwise dispose of any interest in the Common Stock of CSR save for any sale, transfer or disposal made with the prior written consent of the Facility Agent, the proceeds of which are forthwith deposited into the Debt Service Account for application towards repayment of the Loan(s) and payment of interest accrued thereon and any other amount payable pursuant to the Finance Documents. SCHEDULE 7
Sample 1

Related to Common Stock of CSR

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Common Stock 1 Company........................................................................1

  • Common Stock Equivalents In any exchange pursuant to this Section 24, the Company, at its option, may substitute Common Stock Equivalents for Common Stock exchangeable for Rights, at the initial rate of one share of Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Common Stock pursuant to the Company's Certificate of Incorporation, so that the share of Common Stock Equivalent delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Class B Common Stock 2 Closing........................................................................5

  • 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.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

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