Common Stock Ownership. Cadence shall be satisfied in its sole discretion that the Cadence Group shall own voting securities of Tality having at least 80% of the voting rights of all Tality securities outstanding immediately following the IPO Closing Date.
Common Stock Ownership. No later than five (5) years after the date the Company's Common Stock is listed on a United States stock exchange and at all times thereafter during the Executive's employment by the Company, the Executive must own, directly or beneficially, Common Stock of the Company with an aggregate fair market value equal to (i) one times his Base Salary; or (ii) such greater amount as is required under the current ownership guidelines, if any, as may be established by the Board of Directors of the Company, provided, however, that in no event shall the Executive be required to own Common Stock having a value equal to more than three (3) times his Base Salary. To the extent permitted under applicable law and subject to agreement between the Executive and the Company, the Company may assist the Executive in obtaining financing to effectuate the purchases of Common Stock necessary to meet the requirements of this section which may include Company guarantees and adjustment of incentive and bonus programs to provide that up to fifty percent (50%) of any awards may be paid in Common Stock to an Executive who does not meet the requirements of this section.
Common Stock Ownership. (a) The Seller has good and valid title to, and holds of record and owns beneficially, all of the Common Stock, free and clear of all Liens, subscriptions, warrants, calls, proxies, commitments, restrictions and rights to acquire shares of any kind. The shares of Common Stock are the only Equity Interests in the Company owned of record or beneficially by the Seller and the Seller does not own (or have any rights in or to acquire) any other Equity Interests in the Company or any other securities convertible into, or exercisable or exchangeable for, equity or voting interests in the Company. The shares of Common Stock were not issued in violation of (i) any Contract to which the Seller is or was a party or by which the Seller or its properties or assets is or was subject or (ii) of any preemptive or similar rights of any Person. This Agreement, together with the other documents executed and delivered at the Closing by the Seller, will be effective to transfer valid title to the Common Stock to the Purchaser, free and clear of all Liens, subscriptions, warrants, calls, proxies, commitments and Contracts of any kind.
(b) The Seller is not party to (i) any voting agreement, voting trust, registration rights agreement, stockholder or member agreement or other similar arrangement with respect to the equity or voting interests in the Company or (ii) any Contract obligating the Seller to vote or dispose of any Equity Interests in the Company or which has the effect of restricting or limiting the transfer, voting or other rights associated with the Common Stock.
Common Stock Ownership. HP shall be satisfied in its sole discretion that it will own at least 80.1% of the outstanding common stock of Agilent following the IPO. All other conditions to permit the Distribution to qualify as a tax-free distribution to HP, Agilent and HP's stockholders shall, to the extent applicable as of the time of the IPO, be satisfied. There shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.
Common Stock Ownership. NBO is the beneficial owner of 1,159,014 shares of Common Stock (the "Shares"). Other than the Shares, NBO is not the beneficial owner of any Equity Securities.
Common Stock Ownership. Southern shall be satisfied in its sole discretion that it will own more than 80% of the outstanding common stock of Southern Energy following the IPO. All other conditions to permit the Distribution to qualify as a tax-free distribution to Southern, Southern Energy and Southern's stockholders shall, to the extent applicable as of the time of the IPO, be satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.
Common Stock Ownership. The Stockholders are the beneficial and record owner of the Shares in the respective amounts set forth on Schedule A to the Stock Purchase Agreement, free and clear of any lien, claim, encumbrance or security interest of any kind (each a "Lien"), and at the Closing under the Stock Purchase Agreement will transfer to the Purchaser good and marketable title to such Shares, free and clear of any Lien.
Common Stock Ownership. MRV shall be satisfied in its sole discretion that it will own at least 80.1% of the outstanding common stock of Luminent following the IPO. All other conditions to permit the Distribution to qualify as a tax-free distribution to MRV, Luminent and MRV's stockholders shall, to the extent applicable as of the time of the IPO, be satisfied. There shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.
Common Stock Ownership. Millipore shall be satisfied in its sole ---------------------- discretion that it will own at least 80.1% of the outstanding common stock of MMI following the IPO and any private placements of securities of MMI concluded prior to or concurrent with the IPO. All other conditions to permit the Distribution to qualify as a tax-free distribution to Millipore, MMI and Millipore's stockholders shall, to the extent applicable as of the time of the IPO, be satisfied. There shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.
Common Stock Ownership. Such Investor’s investment in the Securities is not for the purpose of acquiring, directly or indirectly, control of, and they have no intent to acquire or exercise control of, the Company or to influence the decisions or policies of the Board of Directors.
