Common use of Company Equity Rights Clause in Contracts

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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (12th Street Financial, LLC), Agreement and Plan of Merger (Harborview Master Fund Lp), Agreement and Plan of Merger (Hepalife Technologies Inc)

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Company Equity Rights. Section 4.3(c5.3(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, 20092010, 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 3.1 or otherwise terminated and of no further force or effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ceres Ventures, Inc.)

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