Contribution of Common Stock Sample Clauses

Contribution of Common Stock. Upon the terms and subject to ---------------------------- the conditions contained herein, each of the Stockholders, severally and not jointly, agrees to contribute and deliver to Holdings that number of shares of Company Stock and Company Series B Preferred Stock owned by him or it, in exchange for an equal number of shares of Holdings Common Stock and Holdings Series A Preferred Stock. Such contribution shall be made at such place and time as Holdings may designate. Furthermore, to the extent any Stockholder is entitled to acquire additional shares of Company Stock such Stockholder hereby agrees that he will accept in lieu thereof, subject to the conditions of this Agreement, the Holdings Stockholders' Agreement (as defined below) and any applicable stock purchase agreement, an equivalent number of shares of Holdings Common Stock and/or Holdings Series A Preferred Stock.
Sample 1
AutoNDA by SimpleDocs
Contribution of Common Stock. 1.1. Upon the terms and subject to the conditions set forth herein and immediately prior to the Effective Time, the Rollover Investor hereby agrees to contribute, transfer and assign to Parent all of the Rollover Investor’s right, title and interest in and to the Contributed Shares in exchange for Parent’s issuance to the Rollover Investor of that number of shares of Parent Common Stock (the “Parent Shares”) determined by dividing the Share Contribution Amount by the Parent Common Stock Per Share Value; provided, that following the date hereof and prior to the Closing, Parent shall have the right to amend Annex A to reduce the number of Contributed Shares by a number of shares of Common Stock having an aggregate value that does not exceed the Rollover Investor’s pro rata portion of $75,000,000 (based on its Pro Rata Share (as defined in the Interim Investors Agreement) vis-à-vis the Pro Rata Share of the Permira Funds (as defined in the Interim Investors Agreement)). For purposes of this Agreement, “
Sample 1
Contribution of Common Stock. Subject to the terms and conditions set forth herein, immediately after the consummation of a Change in Control, JCC hereby agrees to deliver to the Company, and the Company hereby agrees to accept, one (1) share of Common Stock for every five (5) shares of Common Stock that vests pursuant to the terms of the Long Term Incentive Plan as a result of the Change in Control up to an aggregate of 100,000 shares of Common Stock (the “Contributed Shares”). The Contributed Shares shall immediately be cancelled, and JCC shall not be entitled to any consideration on account of the Contributed Shares, including any consideration to be paid or payable in connection with any transaction or series of transactions that give rise to the Change in Control. The number of Contributed Shares required to be contributed to the Company pursuant to this Section 1.1 shall be adjusted in accordance with Section 1.4. JCC shall deliver to the Company certificates representing the Contributed Shares being contributed to the Company pursuant to this Section 1.1, duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed.
Sample 1

Related to Contribution of Common Stock

  • Definition of Common Stock For the purpose of this Agreement, the term "Common Stock" shall mean (i) the class of stock designated as Common Stock in the Certificate of Incorporation of the Company as may be amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

  • Reservation of Common Stock As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Transfer of Common Stock The Common Stock to be delivered hereunder, or any interest therein, may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof.

  • Authorization of Common Stock If the Underwritten Securities being sold pursuant to the applicable Terms Agreement include Common Stock, such Underwritten Securities have been, or as of the date of such Terms Agreement will have been, duly authorized by the Company for issuance and sale pursuant to this Underwriting Agreement and such Terms Agreement. Such Underwritten Securities, when issued and delivered by the Company pursuant to this Underwriting Agreement and such Terms Agreement against payment of the consideration therefor specified in such Terms Agreement, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Company. No holder of such Underwritten Securities is or will be subject to personal liability by reason of being such a holder.

  • Reservation of Common Shares As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Changes in Common Stock or Preferred Stock If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!