Contributed Common Stock Sample Clauses

Contributed Common Stock. Upon the terms and subject to the conditions of this Agreement, each Investor hereby agrees to transfer, contribute and deliver to Holdings as of the Contribution Closing (as defined below) all of such Investor’s Rollover Shares set across from his, her or its name on Annex A attached hereto. In consideration for the Rollover Shares, Holdings hereby agrees to issue to each Investor, as of the Contribution Closing, the number of shares of Holdings Shares equal to the Rollover Shares Value divided by the value of a Holdings Share, which the parties hereby agree shall be the same price per share paid by CVC Capital Partners VII (A) L.P. for its indirect purchase of identical Holdings Shares in connection with the transactions contemplated by the Merger Agreement (the “Share Purchase Price”). For purposes of this section, the “Rollover Shares Value” shall equal the Offer Price multiplied by the number of such Investor’s Rollover Shares.
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Contributed Common Stock. Upon the terms and subject to the conditions of this Agreement, the Investor hereby agrees to transfer, contribute and deliver to Purchaser as of the Contribution Closing (as defined below) all of the Rollover Shares. For the avoidance of doubt, Rollover Shares shall not include shares of Common Stock subject to Investor Stock Awards or Investor Options. In consideration for the Rollover Shares, Purchaser hereby agrees to issue to the Investor, as of the Contribution Closing, the number of units of Purchaser Interests equal to the Rollover Shares Value divided by the value of one limited partnership unit, which the parties hereby agree shall be the same price per limited partnership unit paid by RT-ICON Holdings LLC, a Delaware limited liability company (“RT-ICON”), for its purchase of identical limited partnership units in connection with the Merger (the “Unit Purchase Price”). For purposes of this section the “Rollover Shares Value” shall equal the Offer Price multiplied by the number of Rollover Shares.
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Contributed Common Stock. Each of Catsimatidis, RAG and UAC hereby transfers, assigns, conveys and delivers to the Corporation, free and clear of all claims, liens, pledges, options, charges, licenses, easements, security interests, restrictions, rights-of-way, encumbrances, or other interests or rights of any party (each, an "Encumbrance," and collectively, "Encumbrances"), and the Corporation agrees to accept as a capital contribution from each of Catsimatidis, RAG and UAC shares of Gristede's Common Stock as set forth in the table below: Number of Shares of Gristede's Contributing Party Common Stock to be Contributed ------------------ ------------------------------ Catsimitidis 5,491,614 RAG 12,330,544 UAC 100,000
Sample 1

Related to Contributed Common Stock

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Company Stock The authorized capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • 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.

  • Common Shares 4 Company...................................................................................... 4

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Common Stock 1 Company........................................................................1

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

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