Holdings Shares. Each Holding Share issued under this Agreement will be imprinted with such legends as are required pursuant to the terms and conditions of the Holdings Stockholders Agreement.
Holdings Shares. The term “Holdings Shares” shall have the meaning set forth in Section 5. 1.25 Junior Subordinated Note. The term “Junior Subordinated Note” shall have the meaning set forth in Section 5. 1.26 LLC Agreement. The term “LLC Agreement” shall mean the Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 23, 2012, as it may be amended or supplemented thereafter from time to time. 1.27
Holdings Shares. Subject to the terms and conditions set forth in this Agreement, Holdings hereby issues, transfers, assigns and delivers to each of the Shareholders, and each of the Shareholders hereby accepts the HCS Shares, free and clear of all liens, pledges, encumbrances, security interests, claims and equities of every kind.
Holdings Shares. Executive acknowledges and agrees that (i) Executive holds the Holdings Shares and no other equity interests in Holdings, (ii) pursuant to the terms of the LLC Agreement, as of the Separation Date (A) 131,873.9 of the Class B Holdings Shares have vested and shall be subject to repurchase by Holdings in accordance with Sections 3.2(b)(iv) and 3.9 of the LLC Agreement, and (B) the balance of the 43,958.0 Class B Holdings Shares shall automatically expire and be forfeited and cancelled as of the Separation Date, and (iii) pursuant to the terms of the LLC Agreement, the Class A Holdings Shares and the Class C Holdings Shares are not subject to forfeiture or cancellation as of the Separation Date and Executive shall continue to hold the Class A Holdings Shares and Class C Holdings Shares following the Separation Date in accordance with the terms of the LLC Agreement. Executive also acknowledges and agrees that the terms and provisions of that letter agreement between Executive and Holdings, dated as of July 29, 2008, regarding distributions in respect of the Holdings Shares, remains in full force and effect.
Holdings Shares. At the Closing, the Holdings Shares to be issued and delivered to the shareholders of USCI hereunder will when so issued and delivered, constitute valid and legally issued shares of Holdings capital stock, fully-paid and nonassessable.
Holdings Shares. All Holdings Shares issued and outstanding immediately prior to the Effective Time shall become, and be converted into and constitute, the right to receive the Closing Merger Consideration in accordance with this Article 1.
Holdings Shares. The Holdings Shares shall be validly issued by the Transferee as fully paid and non-assessable shares.
Holdings Shares. Prior to the Effective Time, the Company and Holdings shall take any and all actions as are necessary to ensure that each share of capital stock of Holdings that is owned by the Company immediately prior to the Effective Time shall be cancelled and cease to be outstanding at the Effective Time, and no payment shall be made therefor, and the Company, by execution of this Agreement, agrees to forfeit such shares and relinquish any rights to such shares.
Holdings Shares. Seller holds of record and owns beneficially the Holdings Shares free and clear of any Liens. The Holdings Shares constitute all of the capital stock of Holdings. There are no options, warrants, purchase rights, or other Contracts (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Holdings or any interest therein. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of Holdings.
