Company Shares Other Than Initial investment Shares Sample Clauses

Company Shares Other Than Initial investment Shares. In the case of a proposed Transfer (a “Proposed Transfer”) by a Sponsor (a “Transferring Sponsor”) of shares of Common Stock representing 20% or more of the then outstanding shares of Common Stock, other than (i) to the Company, (ii) to a “permitted transferee” of such Sponsor (within the meaning of the Sponsor Shareholders Agreement), (iii) pursuant to or consequent upon the exercise of the drag along rights set forth in Section 5.3 or (iv) in connection with any public offering of equity securities of the Company, the Purchaser shall have the right (exercisable in accordance with Section 5.2(c)) to require the Transferring Sponsor to cause the proposed Transferee (a “Proposed Transferee”) to purchase from the Purchaser up to a number of Company Shares equal to the product of (A) the total number of shares of Common Stock proposed to be Transferred by the Transferring Sponsor multiplied by (B) a fraction, the numerator of which is the aggregate number of Company Shares then owned by the Purchaser and the denominator of which is the aggregate number of shares of Common Stock then owned by the Sponsors, the Purchaser and each other shareholder of the Company eligible to exercise substantially similar tag-along rights with respect to the Proposed Transfer; provided, however, that the Purchaser’s right under this Section 5.2(a) is subject to the determination by the Company that his participation in the Proposed Transfer on the same terms and conditions as the Transferring Sponsor complies with all applicable Federal, state and non-U.S. securities laws or applicable exemptions therefrom.
Sample 1
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Company Shares Other Than Initial investment Shares. The repurchase price (“Repurchase Price”) for Company Shares (other than Initial Investment Shares) repurchased by the Company (or its designee) following the Purchaser’s Termination of Active Service shall vary depending upon the time and circumstances of the Purchaser’s Termination of Active Service, as follows: Type of Termination Company Shares Purchased on Exercise of Vested Options Company Shares Delivered in Settlement of Vested Restricted Units Without Cause Market Value Market Value Resignation by the Purchaser Lesser of (i) Market Value and (ii) corresponding Option exercise price plus simple interest at 8% per annum Lesser of (i) Market Value and (ii) original cash amount deferred with respect to corresponding Restricted Units plus simple interest at 8% per annum Due to Death, Disability or Retirement Market Value Market Value By the Company Group for Cause Lesser of (i) Market Value and (ii) corresponding Option exercise price NIA, all Restricted Units forfeited In all cases, Market Value shall be determined as of the commencement date of the applicable Repurchase Period.
Sample 1
Company Shares Other Than Initial investment Shares. The Company shall be permitted to exercise its right to repurchase (or to cause its designee to repurchase) Company Shares (other than Initial Investment Shares) following the Purchaser’s Termination of Active Service during a period of six months, commencing on the applicable day specified below for the applicable type of Company Shares (the “Repurchase Period”); provided that the Repurchase Period shall expire as of any earlier day during the Repurchase Period that the Company delivers written notice to the Purchaser of its election to exercise (or decision, not to exercise) its repurchase right with respect to such Company Shares: Type of Termination Company Shares Purchased on Exercise of Vested Options Company Shares Delivered in Settlement of Vested Restricted Units Without Cause The later of (i) the Purchaser’s Termination Date and (ii) the six-month anniversary of the Purchaser’s last purchase of Company Shares on exercise of Options The later of (i) the Purchaser’s Termination Date and (ii) the six-month anniversary of the last vesting date for any installment of the Purchaser’s Restricted Units Resignation by the Participant The later of (i) the 91st day following the Purchaser’s Termination Date and (ii) the six-month anniversary of the Purchaser’s last purchase of Company Shares on exercise of Options The later of (i) the 91st day following the Purchaser’s Termination Date and (ii) the six-month anniversary of the last vesting date for any installment of the Purchaser’s Restricted Unit Due to Death, Disability or Retirement The later of (i) the Purchaser’s Termination Date and (ii) the six-month anniversary of the date of the Purchaser’s or, if applicable, the Purchaser Permitted Transferee’s, last purchase of Company Shares upon exercise of Options The Purchaser’s Termination Date The date notice of termination is delivered to the Purchaser N/A (ii) Initial Investment Shares. In accordance with Section 5.5 (a) above, the Company shall not exercise its right to repurchase (or to cause its designee to repurchase) any Initial Investment Shares purchased by the Purchaser prior to the Termination Date upon exercise of Investment Rights.
Sample 1

Related to Company Shares Other Than Initial investment Shares

  • Commission Shares other than Omnibus Shares (a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof). (b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

  • 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.

  • Company Securities Except as set forth in this Section 3.7, as of the Capitalization Date there were (i) other than the Company Common Stock, no outstanding shares of capital stock of, or other equity or voting interest in, the Company; (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company; (iii) no outstanding options, warrants or other rights or binding arrangements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company; (v) no outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Company Capital Stock, the “Company Securities”); (vi) voting trusts, proxies or similar arrangements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, the Company; (vii) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound; and (viii) no other obligations by the Company to make any payments based on the price or value of any Company Securities. The Company is not a party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Company Securities. There is no outstanding obligation or commitment of the Company to issue, grant, repurchase, redeem or otherwise acquire any Company Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Capital Stock. The Company does not have a stockholder rights plan in effect.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • 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.

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. (b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution. (c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.

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

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

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