Contingent Issuance of AmeriPath Stock Sample Clauses

Contingent Issuance of AmeriPath Stock. As additional purchase price consideration, the Purchaser shall issue to the Sellers, subject to the conditions and restrictions set forth in this Section 1.3 (the "Stock Rights"), up to an aggregate maximum of 200,000 shares of AmeriPath Stock. Upon achieving the range (the "Applicable Range") of Operating Earnings or Cumulative Operating Earnings, as the case may be, set forth on Schedule 1.3 hereto, with respect to each period commencing the year ending December 31, 1997 through the 5 year period ending December 31, 2001, AmeriPath shall deliver, in the aggregate, certificates evidencing the corresponding number of shares of AmeriPath Stock indicated on Schedule 1.3 hereto (the "Applicable Stock Amount") to each Seller as so indicated, which shares shall be subject to the terms, conditions and restrictions set forth in this Section 1.3.
Sample 1
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Contingent Issuance of AmeriPath Stock. As additional purchase price consideration, the Purchaser shall issue to the Sellers, subject to the conditions and restrictions set forth in this Section 1.3 (the "Stock Rights"), up to an aggregate maximum of 379,166 shares of AmeriPath Stock (to be divided among the Sellers as set forth on Schedule 1.1 hereof). Upon achieving the range (the "Applicable Range") of Operating Earnings or Cumulative Operating Earnings, as the case may be, set forth on Schedule 1.3 hereto and as addressed in this Section 1.3, with respect to each period commencing with the twelve month period ending September 30, 1997 through the sixty month period ending September 30, 2001, AmeriPath shall deliver, in the aggregate, certificates evidencing the corresponding number of shares of AmeriPath Stock indicated on Schedule 1.3 hereto (the "Aggregate Stock Amount") to the Sellers (and to each Seller (the "Applicable Stock Amount")) as so indicated, which shares shall be subject to the terms, conditions and restrictions set forth in this Section 1.3 and on such Schedule 1.3.
Sample 1
Contingent Issuance of AmeriPath Stock. As additional purchase price consideration, the Purchaser shall issue to the Sellers, subject to the conditions and restrictions set forth in this Section 1.3 (the "Stock Rights"), up to an aggregate maximum of 450,000 shares of AmeriPath Stock (to be divided among the Sellers as set forth on Schedule 1.3 hereof). Upon achieving the range (the "Applicable Range") of Operating Earnings or Cumulative Operating Earnings, as the case may be, set forth on Schedule 1.3 hereto, with respect to each period commencing the twelve month period ending September 30, 1997 through the sixty month period ending September 30, 2001, AmeriPath shall deliver, in the aggregate, certificates evidencing the corresponding number of shares of AmeriPath Stock indicated on Schedule 1.3 hereto (the "Aggregate Stock Amount") to the Sellers (and to each Seller (the "Applicable Stock Amount")) as so indicated, which shares shall be subject to the terms, conditions and restrictions set forth in this Section 1.3.
Sample 1

Related to Contingent Issuance of AmeriPath Stock

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Restriction on Issuance of the Capital Stock So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), issue or sell shares of Common Stock or Preferred Stock (i) without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) any warrant, option, right, contract, call, or other security instrument granting the holder thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's Bid Price value determined immediately prior to it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8.

  • Valid Issuance of the Shares The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

  • Limitation on Issuance of Capital Stock (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.

  • Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Coverage Ratio of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Limitations on Exchange and Issuance of Capital Stock Issue, sell or otherwise dispose of any class or series of capital stock that, by its terms or by the terms of any security into which it is convertible or exchangeable, is, or upon the happening of an event or passage of time would be, (a) convertible or exchangeable into Debt or (b) required to be redeemed or repurchased, including at the option of the holder, in whole or in part, or has, or upon the happening of an event or passage of time would have, a redemption or similar payment due.

  • Limitation on Issuance of Equity Interests Except for the issuance or sale of Qualified Equity Interests by Parent, each Loan Party will not, and will not permit any of its Subsidiaries to, issue or sell any of its Equity Interests.

  • Issuance of Common Shares The Common Shares have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable, free from all taxes, liens, claims, encumbrances, and charges with respect to the issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof.

  • Issuance of the Warrant Shares (a) The Company agrees that the shares of Common Stock purchased hereby shall be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

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