Distribution of Capital Stock Sample Clauses

Distribution of Capital Stock. In case the Company shall at any time issue any stock or other securities to which the holders of the capital stock of the Company shall be entitled to subscribe by way of preemptive right or otherwise, or any Stockholder shall be otherwise entitled (including, without limitation, pursuant to the Stockholders Agreement) to purchase any shares of capital stock of the Company, the Voting Trustee shall promptly give notice of such right so to subscribe or purchase and of the terms thereof to such Stockholder at his or its address registered with the Voting Trustee; and such Stockholder upon providing the Voting Trustee with funds in the requisite amount, shall have the right, subject to such reasonable regulations as may be prescribed by the Voting Trustee, to instruct the Voting Trustee to subscribe for or purchase such stock or other securities, or any part thereof; and to the extent that such Stockholder shall fail to exercise such rights the Voting Trustee shall be entitled, in its absolute discretion, to permit such rights so to subscribe or purchase to lapse. The Voting Trustee shall act on behalf of any Stockholder in this regard only upon receiving proper instructions in writing from such Stockholder; any failure of such Stockholder to deliver a written instruction to the Voting Trustee shall be treated as a negative instruction from such Stockholder to the Voting Trustee. Upon receiving proper affirmative instructions in writing, the Voting Trustee shall subscribe for or purchase such stock or other securities (but only out of funds provided by such Stockholder for the purpose) and shall distribute the same to the instructing Stockholder, except that any shares of Voting Stock of the Company, when so subscribed for or purchased and received by the Voting Trustee, shall not be distributed but shall be held hereunder, subject to all the provisions hereof, and the Voting Trustee shall issue new or additional Voting Trust Certificates in respect of such Voting Stock to such Stockholder.
Sample 1
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Distribution of Capital Stock. In case the Company at any time and from time to time after the Effective Date: (a) issues shares of Capital Stock or any right to acquire Capital Stock as a dividend or distribution on its shares of Common Stock, (b) subdivides or reclassifies the outstanding shares of Common Stock into a greater number of shares or (c) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares or otherwise effects a reverse split, then (i) the number of Shares issuable pursuant to this Warrant at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the holder of this Warrant when exercised after such date will be entitled to receive the aggregate number and kind of shares and rights which, if this Warrant had been exercised immediately prior to such time, the holder would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, combination or reclassification and (ii) the Per Share Exercise Price in effect at the opening of business on the day following the day upon which such dividend, distribution, subdivision, combination or reclassification becomes effective shall be proportionately adjusted, as appropriate, to become effective immediately upon the opening of business on the day following the day upon which such dividend, distribution, subdivision, combination or reclassification becomes effective. Such adjustment shall be made successively whenever any event listed in this section occurs.
Sample 1
Distribution of Capital Stock. If for any reason, including termination of the Equity Trust Agreement, the Agent shall receive any distribution of Capital Stock, the Agent shall hold such Capital Stock for the benefit of the Holders until a Requisite Vote approves the delivery of such Capital Stock ratably to each Holder, or approves a sale, transfer or other disposition of such Capital Stock, the proceeds of which shall be distributed ratably to each Holder in the same manner as provided in Section 4.1.
Sample 1

Related to Distribution of Capital Stock

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Distribution of Cash (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).

  • Reduction of capital The Borrower shall not redeem or purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

  • Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Return of Capital Except pursuant to the rights of Redemption set forth in Section 8.6, no Limited Partner shall be entitled to the withdrawal or return of his or her Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. No Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the return of Capital Contributions, or as otherwise expressly provided in this Agreement, or as to profits, losses, distributions or credits.

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