Holdings Stock. Stock that constitutes “qualifying employer securities,” including voting or non-voting common stock of Lincoln Electric Holdings, Inc. The term “qualifying employer securities,” as defined in section 409(l) of the Code, means common stock issued by the Employer (or by a Controlled Group Member) which is readily tradable on an established securities market. If there is no common stock which meets the requirements of the previous sentence, the term “employer securities” means common stock issued by the Employer (or by a Controlled Group Member) having a combination of voting power and dividend rights equal to or in excess of (i) that class of common stock of the Employer (or of any such Controlled Group Member) having the greatest voting power, and (ii) that class of common stock of the Employer (or of any such Controlled Group Member) having the greatest dividend rights.
Holdings Stock. The certificates representing shares of Holdings Stock 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 Stock. As of the Closing Date, all the shares of Holdings Stock(a) will have been duly authorized and validly issued, b) will be fully paid and non-assessable, (c) will not be subject to and will not have been issued in violation of any (d) will not have been issued in violation of any federal or state securities laws.
Holdings Stock. Holdings shall issue the Holdings Stock (as hereinafter defined) to the Stockholders subject to the conditions and restrictions set forth in this Section 2.3 and otherwise provided for herein.
(a) During the period beginning on the Closing Date and ending on the one (1) year anniversary of the Closing Date consistent with Rule 144 (the "Restriction Period"), Stockholders or their assignees shall not sell, assign, exchange, transfer, distribute or otherwise dispose of (in each case, a "transfer") any shares of Holdings Stock received by them hereunder, without the prior written consent of Purchasers, which shall not be unreasonably withheld. Following the Restriction Period, Stockholders may transfer their respective shares of Holdings Stock so long as such transfer is in accordance with the Securities Act of 1933, as amended. Purchasers shall file with the Securities Exchange Commission all reports necessary to make the provisions of Rule 144 promulgated in connection with the Securities Exchange Act of 1933 available to the Stockholders. The certificates evidencing the Holdings Stock delivered to Stockholders pursuant to this Agreement shall bear a legend substantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED (OTHER THAN IN CONNECTION WITH A PLEDGE), EXCHANGED, TRANSFERRED, DISTRIBUTED, CHANGED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT (OTHER THAN IN CONNECTION WITH A PLEDGE), EXCHANGE, TRANSFER, DISTRIBUTION, OR OTHER DISPOSITION, OTHER THAN IN ACCORDANCE WITH SECTION 2.3 OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF JUNE 21, 2000, BY AND AMONG ISSUER, CLARX/XXXDXX, XXC., PEARX XXXXX & XARTNERS, INC., PEARX XXXXX, XXANX X. XXXXXX, XXEVXX X. XXXX, XXODX X. XXXXXXX, XXAUXX X. XXXXXXXX XXX DAVIX X. XXXXXXXX. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (COLLECTIVELY, THE "SECURITIES LAWS") AND MAY NOT BE SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION, EXCEPT IN ACCORDANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF ANY APPLICABLE SECURITIES LAWS PROVIDED THAT CLARX/XXXDXX XXXDINGS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO IT CONFIRMING THAT THE REQUIREMENTS OF SUCH EXEMPTION HAVE BEEN SATISFIED. The Purchasers agree that after two (2) years from the date ...
Holdings Stock. 70 4.7 Organization and Good Standing of Holdings........................70
Holdings Stock the Class A common stock, par value $0.01 per share, of Holdings; or
Holdings Stock. Subject to the terms and conditions hereof, on the Closing Date or as soon as practicable thereafter, Holdings shall pay each holder of Holdings Options who surrenders such Holdings Options for cancellation (in consideration of such cancellation), for each Share covered by such Holdings Options, a cash amount equal to (1) the Per Share Amount less (2) the applicable exercise price of such Holdings Option and (3) any withholding taxes required by applicable law. On and after the Closing Date, Purchaser shall provide to Holdings all cash funds necessary to make such payments on a timely basis. Prior to Closing, Holdings and the Company shall use all reasonable efforts to take such actions as may be necessary to effectuate the foregoing, including without limitation, obtaining all applicable consents. The cancellation of a Holdings Option in accordance with the foregoing shall be deemed a release of any and all rights the holder of such Holdings Option had or may have had in respect of such Holdings Option and any required consents received from holders of Holdings Options shall so provide.
Holdings Stock. In exchange and as consideration for the transfer of Ventures' Interest to Holdings, at the Closing, on the terms and subject to the conditions set forth herein, Holdings agrees to sell, transfer, assign and deliver to Ventures, free and clear of all liens, pledges, encumbrances, claims and equities of every kind, a number of shares of Holdings Stock determined by dividing (a) the Total Partnership Contribution Amount by (b) $5.82 (the "Exchange").
Holdings Stock. Holdings shall issue the Holdings Stock to Brucx xxx Jennxx xxxject to the conditions and restrictions set forth in this Section 2.5.
(a) During the period (the "Restriction Period") beginning on the Closing Date and ending on the one (1) year anniversary of the Closing Date, Brucx xxx Jennxx xxxll not sell, assign, exchange, transfer, distribute or otherwise dispose of (in each case, a "transfer") any shares of Holdings Stock received by such parties hereunder. Following the Restriction Period, Brucx xxx Jennxx xxx transfer their shares of Holdings Stock so long as such transfer is in accordance with the Securities Act of 1933, as amended. The certificates evidencing the Holdings Stock delivered to Brucx xxx Jennxx, xxrsuant to this Agreement shall bear a legend substantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED (OTHER THAN IN CONNECTION WITH A PLEDGE), EXCHANGED, TRANSFERRED, DISTRIBUTED, CHANGED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT (OTHER
Holdings Stock. Upon consummation of the transaction contemplated hereby and the issuance and delivery of the certificates representing the Holdings Class A Common and the Holdings Class B Common to the Shareholders, such shares will be duly authorized, validly issued, fully paid, non-assessable shares. The shares of Holdings Stock issuable upon exercise of options to purchase Holdings Stock have been duly authorized and reserved for issuance upon such exercise, and when issued upon exercise in accordance with the terms of the options, such shares of Holdings Stock will be duly and validly issued, fully paid and nonassessable.
