Equity Interest in the Company Sample Clauses

Equity Interest in the Company. On or promptly after the Closing Date, the Company will establish a stock option plan (the "Plan") substantially in the form of Exhibit A hereto pursuant to which the Company may grant to employees of the Company options to purchase up to 910,166 shares of common stock of the Company. Pursuant to the Plan and subject to the terms of the stock option agreement between Executive and the Company, substantially in the form of Exhibit B hereto, the Company shall grant Executive options to purchase an aggregate of 92,778 shares of such common stock with an exercise price of $10 per share and an aggregate of 108,158 shares of such common stock with an exercise price of $73.50 per share. The Company shall cause its principal stockholders to enter into an agreement with the Executive substantially in the form of Exhibit C hereto providing for certain payments to the Executive with respect to the preferred stock of the Company.
Sample 1
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Equity Interest in the Company. In consideration of his agreement with ------------------------------ the Company, Xx. Xxxx shall, concurrent with the execution of this Agreement, enter into a Restricted Stock Purchase Agreement (the "Stock Agreement"), pursuant to which he shall be issued 466,667 shares of Common Stock of the Company (the "Shares") for a purchase price of $.01 per share. Under the terms of the Stock Agreement, the Shares shall vest according to the following schedule: (i) 25% immediately and (ii) the remaining 75% over three years ratably on a monthly basis.
Sample 1
Equity Interest in the Company. Seller" is the recorded and beneficial owner of and aggregate 125,000 shares of Common Stock.
Sample 1
Equity Interest in the Company. As additional compensation for the ------------------------------ services of Consultant, Consultant shall be granted, concurrent with the execution of this Agreement, options to purchase 50,000 shares of the Company's Common Stock at an exercise price of $0.40 per share, which options shall be governed exclusively by the Stock Option Agreement substantially in the form attached hereto as Exhibit A (the "Option Agreement"). Any subsequent option grants to Consultant, in his capacity as consultant or otherwise, shall be at the discretion of the Board of Directors.
Sample 1
Equity Interest in the Company. The parties acknowledge that the Company anticipates restructuring the Company into a Delaware Corporation (the "Delaware Corporation"). The restructuring will be followed by a private offering of stock in the Delaware Corporation (the "Bridge Financing") and an initial public offering of such corporation's stock, all in accordance with a letter of intent executed by D. H. Blair. MKD acknowledges that such restructuring and financinx xxxx xxx occur without a modification of the interest in the Company to be acquired by MKD as identified in the Original Agreement. In furtherance thereof, Section 1.1 of the Original Agreement is hereby deleted in its entirety. In lieu thereof, and in consideration of the payment by MKD of Three Thousand Eight Hundred Fifty Dollars ($3,850.00), the Company agrees that MKD or its permitted assign shall receive two hundred twenty (220) units of limited liability company interest in the Company, which units shall represent eleven percent (11%) of the equity of the Company at the date immediately preceding conversion to the Delaware Corporation.
Sample 1

Related to Equity Interest in the Company

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • Obligations to the Company During his Employment, the Executive (i) shall devote his full business efforts and time to the Company, (ii) shall not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company, (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company and (iv) shall comply with the Company’s policies and rules, as they may be in effect from time to time.

  • Subsidiaries of the Company The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • By the Company In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, preliminary prospectus, prospectus supplement or final prospectus, or amendment or supplement thereto, or any free writing prospectus relating thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

  • Proceedings Other Than Proceedings by or in the Right of the Company Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

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