Company Equity Rights Sample Clauses

Company Equity Rights. Section 4.3(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all outstanding Company Equity Rights as of the date of this Agreement, including grantee name, exercise price (if any), vesting schedule and other vesting conditions to the extent not fully vested and expiration date. Since December 31, 2009, the Company has not (i) granted, conferred or awarded any Company Equity Rights that will not be exercised, converted or terminated by their terms by the Effective Time, (ii) granted or issued any restricted stock or securities, except as specifically contemplated by this Agreement, or (iii) amended or otherwise modified any Company Equity Rights. There are no outstanding or authorized (i) contractual or other obligations of the Company to repurchase, redeem or otherwise acquire any Equity Interest of the Company or any such securities or agreements referred to in the first sentence or (ii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company, except repurchases, redemptions or acquisitions that would have an immaterial effect on the Company. At the Effective Time, all the Company Equity Rights will be converted or exercised in accordance with Section 2.3 or otherwise terminated and of no further force or effect.
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Company Equity Rights. On the Closing Date your outstanding options, stock appreciation rights and restricted stock units (including your Converted RSUs as defined below) to acquire Company common stock (your “Company Equity Rights”) will be assumed by Cisco and adjusted to reflect the terms of the Merger Agreement. Prior to the Closing Date, each of your Company restricted stock units subject to performance-based vesting shall be amended such that they will time-vest as to 1/4 of such units on each of the first (1st), second (2nd), third (3rd) and fourth (4th) annual anniversaries of the Closing Date subject in each case to your continued active employment with the Cisco Employer on the first (1st), second (2nd), third (3rd) and fourth (4th) annual anniversaries of the Closing Date, as applicable (the “Converted RSUs”). Accordingly, following the Acquisition, your Company Equity Rights will be exchanged for similar equity rights to acquire Cisco stock (“Assumed Equity Rights”), and you will continue to vest in, and be able to exercise, your Assumed Equity Rights as you provide services to the Cisco Employer upon the same terms and subject to the same conditions that were in effect immediately prior to the Acquisition (except as may be modified herein or in the Benefits Waiver). You will receive an Assumption Agreement (to be entered into by you) informing you of the specific adjustments that have been made to your Company Equity Rights and the terms of such rights, including the vesting and exercise terms, following the Acquisition. Additionally, pursuant to the terms of the Merger Agreement and in consideration of the benefits set forth in this agreement, you have agreed to waive certain exercise and/or vesting acceleration you would otherwise be entitled to in connection with the Acquisition or any subsequent event. The specific terms of such waiver are set forth in the attached benefits waiver, which you have entered into with the Company (the “Benefits Waiver”).
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Company Equity Rights. Section 5.3(d) of the Company Disclosure Letter sets forth a true, correct and complete list of all outstanding Company Equity Rights, including grantee name, exercise price (if any), vesting schedule and other vesting conditions to the extent not fully vested and expiration date. Since December 31, 2014 neither of the Companies has (i) granted, conferred or awarded any Company Equity Rights that will not be exercised, converted or terminated by their terms by the Effective Time, (ii) granted or issued any restricted stock or securities, or (iii) amended or otherwise modified any Company Equity Rights. There are no outstanding or authorized (i) contractual or other obligations of either of the Companies to repurchase, redeem or otherwise acquire any Equity Interest of such Company or any Company Equity Rights of such Company or (ii) voting trusts or similar agreements to which such Company is a party with respect to the voting of the capital stock of such Company, except repurchases, redemptions or acquisitions that would have an immaterial effect on such Company. At the Effective Time, all outstanding Company Equity Rights will be converted or exercised in accordance with Section 3.1 or Section 3.2, as applicable, or otherwise terminated and of no further force or effect.
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Company Equity Rights. Any rights, options, warrants or other rights or agreements of any kind that obligate the Company to issue or sell any shares of capital stock or other securities of the Company (collectively, “Company Equity Rights”), which are outstanding, whether or not vested and/or exercisable, immediately prior to the Effective Time and which have not been exercised or cancelled prior thereto, shall terminate and be cancelled as of the Effective Time for no consideration and thereafter be of no further force or effect. The Company shall take all actions necessary to ensure that (i) all Company Equity Rights, to the extent not exercised prior to the Effective Time, shall terminate and be cancelled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Company Equity Rights are granted after the date of this Agreement.
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Company Equity Rights. Any notice period required in order to terminate all Company Equity Rights shall have expired or have been waived, and all Company Equity Rights shall be terminated and of no further force and effect;
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Company Equity Rights. At the Effective Time, each outstanding Company Equity Right that is a stock option shall cease to represent a right to acquire shares of Company Capital Stock and shall be cancelled and terminated without payment. In order to effect such cancellation and termination, the Company shall provide each holder of a Company Equity Right that is a stock option with a notice of termination in accordance with any terms of the plan pursuant to which such Company Equity Right was granted. Immediately prior to the Effective Time, the 7.5% Warrant will be contributed to the Company pursuant to the Contribution Agreement and terminated in exchange for the right to receive the Warrant Cash Out Amount.
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Company Equity Rights. At the Effective Time, each Company Equity Right identified on Schedule 5.1 attached hereto shall be canceled and extinguished and converted into and becomes a right to receive a number of shares of Superior Common determined pursuant to the relevant Deferred Compensation Agreements, rounding down to the nearest whole number.
Sample 1
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Related to Company Equity Rights

  • Equity Rights The Seller acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of holders of Common Stock in the event of the Purchaser’s bankruptcy.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Ownership Rights Ownership rights with respect to property utilized in connection with the parties’ use of the BNYM System shall be governed by applicable provisions of Schedule C.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Company Rights The existence of the Restricted Stock Units does not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of the Company’s or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

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