Description of Stock. The capital stock of the Company conforms in all material respects to the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.
Description of Stock. Common Stock Shareholders participate at the discretion of the Board of Directors and Officers and via the Approval of Shareholders in the pro-rata earnings of the company only after all fixed charges, if any dividend, other capital allocation, capital expenditures at the discretion of the company, the Board of Directors shall be allocated prudently.
Description of Stock. As used in this Agreement, the term Stock refers to the common stock purchased under this Agreement and includes all securities received (i) in replacement of the Stock, (ii) as a result of any division or split of Stock or other equity interests in the Company, and (iii) in replacement of the Stock in connection with a combination, exchange, merger, recapitalization, reclassification, reorganization, consolidation or other business combination transaction involving the Company or otherwise.
Description of Stock. The Stock shall have the designation, preferences, rights, powers and restrictions set forth in the Company's Amended and Restated Articles of Incorporation, as amended (the "Articles"), and in the Articles of Amendment (the "Articles of Amendment") that will establish the Stock as a new series of the Company's Preferred Stock, Cumulative, $25 Par Value and fix those terms and characteristics thereof in respect of which there may be variations among the series of the Company's Preferred Stock.
Description of Stock. (a) The Company proposes to sell to the U.S. Underwriters an aggregate of 15,600,000 shares (the "Firm U.S. Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of the Company, upon the terms and subject to the conditions set forth herein. The Company also proposes to grant to the U.S. Underwriters the option to purchase from the Company, for the sole purpose of covering over-allotments, if any, in connection with the sale of the Firm U.S. Shares, an aggregate of up to 2,340,000 additional shares (the "Additional U.S. Shares") of Common Stock upon the terms and subject to the conditions set forth herein and for the purposes set forth in Section 4(b) hereof. The Firm U.S. Shares and the Additional U.S. Shares are hereinafter referred to collectively as the "U.S. Shares."
(b) It is understood and agreed to by all the parties that the Company is concurrently entering into an agreement (the "International Underwriting Agreement") providing for the sale by the Company of an aggregate of 3,900,000 shares (the "Firm International Shares") of Common Stock through arrangements with certain underwriters outside the United States and Canada (the "Managers"), for which Bear, Xxxxxxx International Limited, Bayerische Vereinsbank AG, Chase Manhattan International Limited, Credit Lyonnais Securities, Xxxxxxx Xxxxx International, Xxxxxx Brothers International (Europe), Xxxxxxxxxx Securities and Xxxxxxxxx, Xxxxxxxx & Company LLC are acting as representatives. The Company also proposes to grant to the Managers the option to purchase, for the sole purpose of covering over-allotments in connection with the sale of the Firm International Shares, up to an aggregate of 585,000 additional shares (the "Additional International Shares") of Common Stock. The Firm International Shares and the Additional International Shares are collectively referred to herein as the "International Shares," the U.S. Shares and the International Shares are collectively referred to herein as the "Shares" and this Agreement and the International Underwriting Agreement are collectively referred to herein as the "Underwriting Agreements." Two forms of prospectus are to be used in connection with the offering and sale of the Shares contemplated by the foregoing, one relating to the U.S. Shares and the other relating to the International Shares. The latter form of prospectus will be identical to the former except for certain substitute pages as included in the registration statement and a...
Description of Stock. The Stock shall have the designation, preferences, rights, powers and restrictions set forth in the Company’s Amended and Restated Certificate of Formation, as amended by the Statement of Resolution Establishing the Series A Preferred Stock of Entergy Texas, Inc. (the “Resolution”) to be filed prior to the Closing Date (the Amended and Restated Certificate of Formation as amended by the Resolution is hereinafter referred to as the “Certificate of Formation”); such Resolution will establish the Stock as a new series of the Company’s preferred stock, with no par value (the “Preferred Stock”) and fix those terms and characteristics thereof in respect of which there may be variations among the series of the Preferred Stock.
Description of Stock. The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, on the terms, conditions, and provisions herein contained, the Stock.
(a) All of Seller's interest in all of the issued and outstanding stock of C.L.B., a Utah corporation.
Description of Stock. The Company proposes to sell to the Underwriters an aggregate of 5,000,000 shares (the "Firm Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of the Company, upon the terms and subject to the conditions set forth herein. Cendant proposes to grant to the Underwriters the option to purchase from Cendant, for the sole purpose of covering over-allotments, if any, in connection with the sale of the Firm Shares, an aggregate of up to 750,000 additional shares (the "Additional Shares") of Common Stock upon the terms and subject to the conditions set forth herein and for the purposes set forth in Section 4(b) hereof. The Firm Shares and the Additional Shares are hereinafter referred to collectively as the "Shares."
Description of Stock. (a) The Company proposes to sell to the Managers an aggregate of 3,900,000 shares (the "Firm International Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of the Company, upon the terms and subject to the conditions set forth herein. The Company also proposes to grant to the Managers the option to purchase from the Company, for the sole purpose of
Description of Stock. At the Closing, Sellers shall bargain, sell, convey and deliver to Buyer, or its assigns, and Buyer shall purchase from Sellers for the Purchase Price set forth below all of the issued and outstanding shares of the capital stock in HFUSI (the “Purchased Shares”). At the Closing described below, Sellers shall deliver to Buyer against payment therefor Certificates representing the Purchased Shares, duly endorsed in appropriate form for transfer or accompanied by such stock power forms, in order to transfer and assign to Buyer, or its assigns, good and marketable title to said Certificates, free and clear of all security interests, liens, encumbrances and claims. Said Certificates shall be cancelled and reissued in the name of Buyer, or its assigns, after Closing, free of all security interests, liens, pledges, and claims of any kind, nature or description.
