Existing Shares Sample Clauses

Existing Shares. (i) Each share of (a) voting common stock, par value $.01 per share, of the Company (the "Voting Common Stock"), and (b) Class C convertible non-voting common stock, par value $.01 per share, of the Company (the "Non-Voting Common Stock"), issued and outstanding immediately prior to the Effective Time shall remain outstanding by virtue of the HQ Merger and without any action on the part of the holder thereof. The shares of the Voting Common Stock and the Non-Voting Common Stock are collectively referred to herein as the "Shares". (ii) Each share of Voting Common Stock and Non-Voting Common Stock held in the treasury of the Company immediately prior to the Effective Time shall, by virtue of the HQ Merger, be cancelled without any payment therefor.
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Existing Shares. All 3,600,000 shares of Common Stock issued outstanding as of September 30, 2009 shall have been validly cancelled prior to the Closing Date.
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Existing Shares. Prior to the merger, no shares of common or preferred stock of VEII-Nevada had been issued.
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Existing Shares. Prior to the merger, no shares of common or preferred stock of Eco Global had been issued.
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Existing Shares. From the signing date of this Agreement and until the Vesting Date a part of the Option Holder's Existing Shares shall be subject to a lock-up, meaning that the Option Holder may not without the prior written consent of the Company, sell, pledge or in any other way transfer the ownership to the Existing Shares subject to lock-up, or enter into any transaction which in effect is similar to a transfer of ownership of the Existing Shares subject to lock-up or the economic interests in these shares. The part of the Option Holder's Existing Shares that is subject to a lock-up from signing of this agreement shall be reduced annually whereas 35% is locked-up for 12 months, 30% is locked-up for 24 months, and only 25% is locked-up for the full 36 months . The lock-up obligation under this section 8.1 shall be registered on the Option Holders VPS account, and the lock-up obligation shall continue to apply for the 36 months period to the Vesting Date even if Option Holders employment with the Company ceases in the period prior to the Vesting Date. However, the Option Holder will be realsed form its lock-up obligations if (i) the Option Holder’s employment contract is terminated without cause by the Company, or (ii) in the event that the contract is terminated by the employee due the serious breach on Company's duties pursuant to the causes included in the art 50 of the Estatuto de los Trabajadores (ref. appendix 1), or (iii) the Company is subject to a change of control of more than 50% of the Company’s shares to another company than one owned directly or indirectly by the largest shareholder at time of signing of this Agreement. Nothing in this section 8.1 shall prevent the Option Holder from transferring the Existing Shares subject to lock-up to a company wholly owned by the Option Holder during the lock-up period provided that the acquiring company undertakes an identical lock-up obligation as set out in this clause 8.1.
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Existing Shares. 3.3.1 As at the date of this Agreement, the Existing Shares constitute 7.37856% of the total issued share capital of the Company and 31.5173% of the total class A shares in the issued share capital of the Company. 3.3.2 It is on the date hereof the sole registered, legal and beneficial owner of the Existing Shares and has full right and title in them and is the lawful holder of the Share Certificate. 3.3.3 The Existing Shares have been duly authorised, validly issued and are fully paid up and no calls have been, or can be, made in respect of the Existing Shares. 3.3.4 The Share Certificate has been validly issued.
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Existing Shares. The Issuer has, subject to the Share Mortgage, good, legal and marketable title to all of the issued share capital of ARI Holdings Limited, which in turn has good, legal and marketable title to all of the issued share capital of CAAM; the issued share capital of CAAM indirectly held by the Issuer are free and clear of all claims, charges, liens, encumbrances or other defects of title whatsoever; and the Issuer is entitled to all of the dividends and other distributions declared, paid or made by ARI Holdings Limited, which in turn entitled to all of the dividends and other distributions declared, paid or made by CAAM.
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Existing Shares. Prior to the Effective Time, Michigan Federal-Mogul has issued and outstanding (i) 87,141,007 shares of Common Stock, no par value, and (ii)439,937 shares of Series C ESOP Convertible Preferred Stock, and Delaware Federal-Mogul has issued and outstanding 100 shares of common stock, $0.01 par value per share, all of which are owned by Michigan Federal-Mogul.
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Existing Shares. The Purchaser understands that, on June 2, 2008, the Agent entered into a Stock Purchase Agreement (the “KI/Kxxxxxx Agreement”) with KI Equity Partners V, LLC, a Delaware limited liability company (“KI Equity”), and Mx. Xxxxx X. Keating (“Kxxxxxx”), pursuant to which KI Equity and Kxxxxxx will sell to the Agent and its assignees, and the Agent and its assignees will purchase from KI Equity and Kxxxxxx, an aggregate of 69,100,000 shares of Common Stock (the “KI/Kxxxxxx Shares”), which KI/Kxxxxxx Shares represent approximately 87% of the issued and outstanding shares of Common Stock, for an aggregate purchase price of $926,273.46, or approximately $0.0134 per share. The Purchaser further understands that, also on June 2, 2008, the Agent entered into a Stock Purchase Agreement (the “Garisch Agreement”, collectively with the KI/Kxxxxxx Agreement, the “Purchase Agreements”) with Garisch Financial, Inc., an Illinois corporation (“Garisch”), pursuant to which Garisch will sell to the Agent and its assignees, and the Agent and its assignees will purchase from Garisch, 5,500,000 shares of Common Stock (the “Garisch Shares”), which Garisch Shares represent approximately 6.9% of the issued and outstanding shares of Common Stock, for an aggregate purchase price of $73,726.54, or approximately $0.0134 per share. The Garisch Shares and the KI/Kxxxxxx Shares are referred to as the “Existing Shares.” The Purchaser understands that, pursuant to the terms and conditions set forth in this Agreement, the Agent is offering to assign to the Purchaser a portion of the Agent’s rights under the Purchase Agreements to purchase shares of Common Stock from KI Equity, Kxxxxxx and Garisch (the “Purchase Right”). The Purchaser understands that, if this Agreement is accepted by the Agent, the Agent will assign to the Purchaser, and the Purchaser will accept from the Agent, the Purchase Right. The Purchaser understands that, pursuant to the Assignment of the Purchase Right, any Existing Shares purchased by the Purchaser will be purchased by it directly from KI Equity, Kxxxxxx or Garisch, and that the Purchaser will not purchase any Existing Shares from the Agent. In order to effectuate the assignment of the Purchase Right, the Purchaser hereby agrees to execute assignment agreements with the Agent, substantially in the form of the assignment agreements attached hereto as Exhibits E and F, prior to the Closing Date. The Purchaser understands that, as a condition to the closings of the Purc...
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Related to Existing Shares

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • 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.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

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

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

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