Company Share Sample Clauses

Company Share. Section 1.07(a) Company Welfare Plans............................................Section 5.08(b) Effective Time......................................................Section 1.02 ERISA............................................................Section 3.13(a) Exchange Act........................................................Section 4.04
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Company Share. Subject to Section 3.04, Section 3.06 and the terms and conditions set forth herein, each Company Share issued and outstanding immediately prior to the Merger Effective Time (other than (1) Company Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent immediately prior to the Merger Effective Time and Company Shares owned by any direct or indirect wholly-owned Company Subsidiary, and in each case, not held on behalf of third parties (collectively, the “Cancelled Shares”) and (2) the Company Restricted Shares (which shall be treated in accordance with Section 3.03(a))) shall be converted automatically into and shall thereafter represent the right to receive the Per Share Consideration in cash, without interest, upon delivery of a certificate representing such Company Share (each, a “Company Share Certificate”) or the surrender of any non-certificated shares represented by a book entry (each, a “Book-Entry Share”), as applicable in the manner provided in this ARTICLE III. The aggregate amount of cash payable as the Per Share Consideration is hereinafter referred to as the “Merger Consideration.” At the Merger Effective Time, all Company Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 3.01(a) shall no longer be outstanding and shall be cancelled automatically and shall cease to exist. Each former holder of a Company Share that was outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such Company Share, except for the right to receive the Merger Consideration to be paid in consideration therefor upon delivery of the Company Share Certificates or the surrender of the Book-Entry Shares, as applicable, in accordance with this ARTICLE III. Any Merger Consideration paid upon delivery of any Company Share Certificate or the surrender of any Book-Entry Share shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Share. In the event that, after the date hereof and prior to the Merger Effective Time, the Company shall declare, set aside or make or pay any cash dividends or distributions on the Company Shares (whether to maintain the Company’s qualification as a REIT under the Code or otherwise), the Per Share Consideration shall be reduced by an amount equal to the per share amount of such dividend or distribution; provided, that any dividends or distributions made in ...
Sample 1
Company Share. The entire authorized capital stock of the Company consists of 15,000,000 shares of Company Common Stock and 15,000,000 of preferred stock, par value US$0.01 per share (“Preferred Stock”). As of the date of this Agreement the Company Share is the only share of Company Common Stock issued and outstanding and there are no issued and outstanding shares of Preferred Stock. The Company Share has been validly issued and is fully paid and nonassessable and is owned by the Seller free and clear of all liens, claims, charges, security interests, options or other legal or equitable encumbrances (“Encumbrances”). There are no outstanding options, warrants or other rights of any kind relating to the sale, issuance or voting of the Company Share that have been issued, granted or entered into by Seller or any of its subsidiaries (as defined in Section 8.16) or any securities convertible into or evidencing the right to purchase any equity securities of the Company. The transfer and delivery of the Company Share to Buyer as contemplated by this Agreement will transfer good title to the Company Share, free and clear of all Encumbrances, except Encumbrances arising as a result of actions taken by Buyer or any of its affiliates. The Company is the owner of all of the issued and outstanding capital stock of DecisionQuest, consisting one hundred (100) shares of common stock without par value (the “DecisionQuest Shares”). The entire authorized capital stock of DecisionQuest consists of one million (1,000,000) shares of common stock. The DecisionQuest Shares have been validly issued and are fully paid and nonassessable and are owned by the Company free and clear of all Encumbrances. There are no outstanding options, warrants or other rights of any kind relating to the sale, issuance or voting of the DecisionQuest Shares that have been issued, granted or entered into by Seller or any of its subsidiaries or any securities convertible into or evidencing the right to purchase any equity securities of DecisionQuest. The Company and DecisionQuest are owners of one hundred percent (100%) of the partnership interests in DecisionQuest II, L.P. (the “Partnership Interests”). The Partnership Interests are owned by the Company and DecisionQuest, as applicable, free and clear of all Encumbrances. There are no outstanding options, warrants or other rights of any kind relating to the sale, issuance or voting of the Partnership Interests that have been issued, granted or entered into by Seller ...
Sample 1

Related to Company Share

  • 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.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • Excluded Shares Notwithstanding anything herein to the contrary, the Exercise Price shall not be adjusted pursuant to this Section 9.2 by virtue of the issuance and/or sale of Excluded Shares, which shall mean the following: (a) Shares issuable upon the exercise of the Warrants; (b) Shares, Options or Convertible Securities to be issued and/or sold to employees, advisors (including, without limitation, financial, technical and legal advisers), directors, or officers of, or consultants to, the Company or any of its subsidiaries pursuant to a share grant, share option plan, share purchase plan, pension or profit sharing plan or other share agreement or arrangement existing as of the date hereof or approved by the Company's Board of Directors (if any, otherwise by the Managers); (c) the issuance of Shares, Options and/or Convertible Securities pursuant to Options and Convertible Securities outstanding as of the date of this Warrant; (d) the issuance of Shares, Options or Convertible Securities as a share dividend or upon any subdivision or combination of Shares or Convertible Securities; (e) the issuance of Shares, Options or Convertible Securities in connection with strategic partnerships or other business and/or product consolidations or joint ventures and (f) the issuance of Shares, Options or Convertible Securities by the Company in connection with a contemplated equity financing currently in progress as of the date hereof. For all purposes of this Section 9.2, all Shares of Excluded Shares shall be deemed to have been issued for an amount of consideration per Share equal to the initial Exercise Price (subject to adjustment in the manner set forth in Section 9.1). In addition, if the amount of any adjustment pursuant to this Section 9 shall be less than two cents (24) per Warrant Share no adjustment to the Exercise Price or to the number of Warrant Shares issuable upon the exercise of the Warrants shall be made; provided,

  • Parent Stock As of December 15, 2013, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,888 shares in the aggregate of Series G, Series H and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f). The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent meets the requirements for taxation as a REIT under the Code.

  • Company Warrants Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrant.

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